UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March 31, 2021~~February 28, 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-38594

~~Tilray, Inc.~~TILRAY BRANDS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

82-4310622

(State or other jurisdiction of

incorporation or ~~organization~~)

organization)

(I.R.S. Employer

Identification No.)

~~1100 Maughan Road~~

~~Nanaimo, BC, Canada, V9X IJ2~~

265 Talbot Street West,

Leamington, ON

N8H 5L4

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (844) 845-7291

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Class 2 Common Stock, $0.0001 par value per share

TLRY

The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	☒	Accelerated filer	☐

Non-accelerated filer	☐	☐	Smaller reporting company	☐

Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒ No ☐

As of ~~May 7, 2021,~~April 5 2022, the registrant had ~~447,371,310~~497,708,464 shares of ~~Class 2 Common Stock,~~common stock, $0.0001 par value per share, issued and outstanding.

Table of Contents


		Page
PART I.	FINANCIAL INFORMATION		1
Item 1.	~~Condensed Consolidated~~ Financial Statements (Unaudited)		1
	~~Condensed~~ Consolidated ~~Balance Sheets~~Statements of Financial Position (Unaudited)		1
	~~Condensed~~ Consolidated Statements of ~~Net Loss~~Income (Loss) and Comprehensive Loss (Unaudited)		2
	~~Condensed~~ Consolidated Statements of ~~Stockholders’~~Stockholders' Equity (Unaudited)		3
	~~Condensed~~ Consolidated Statements of Cash Flows (Unaudited)		4
	Notes to ~~Condensed~~ Consolidated Financial Statements (Unaudited)s		5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		2124
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		3241
Item 4.	Controls and Procedures		3341
PART II.	OTHER INFORMATION		3442
Item 1.	Legal Proceedings		3442
Item 1A.	Risk Factors		3643
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		3845
Item 3.	Defaults Upon Senior Securities		3845
Item 4.	Mine Safety Disclosures		3845
Item 5.	Other Information		3845
Item 6.	Exhibits		3946
Signatures		40
			47

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q for the quarter ended February 28, 2022 (the “Form 10-Q”) contains forward-looking statements within the meaning of safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve risks, uncertainties and assumptions. If the risks or uncertainties ever materialize or the assumptions prove incorrect, our results may differ materially from those expressed or implied by such forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,”” might,” “plan,” “project,” “will,” “would” ”seek,” or “should,” or the negative or plural of these words or similar expressions or variations are intended to identify such forward-looking statements. Forward-looking statements include, among other things, our beliefs or expectations relating to our future performance, results of operations and financial condition; our strategic initiatives, business strategy, supply chain, brand portfolio and product performance; the COVID-19 pandemic; current or future macroeconomic trends; and future corporate acquisitions and strategic transactions.

Risks and uncertainties that may cause actual results to differ materially from forward-looking statements include: our ability to successfully complete the integration of the businesses of Tilray and Aphria; our ability to successfully complete the proposed HEXO transaction and achieve the expected production efficiencies and cost savings; challenges and uncertainty resulting from the COVID-19 pandemic; the highly regulated environment in which we operate and our dependence on regulatory approvals and licenses; our ability to manage our supply chain effectively; disruption of operations at our cultivation and manufacturing facilities; challenges and uncertainty resulting from the impact of competition; our ability to manage risks associated with our international sales and operations; our ability to successfully develop and commercialize new products; our ability to execute our strategic plan and other initiatives, including our ability to achieve $4 billion of revenue by the end of our fiscal year 2024; our dependency on significant customers, which generate a significant amount of our revenue; input cost inflation; disruptions to information technology systems; pending and future litigation; volatility in our stock; our ability to raise funds; and other risks and matters described in our most recent Annual Report on Form 10-K, this Form 10-Q and our other filings from time to time with the U.S. Securities and Exchange Commission and in our Canadian securities filings.

Forward looking statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q and, while we believe that information provides a reasonable basis for these statements, these statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements. You should not rely upon forward-looking statements or forward-looking information as predictions of future events.

We undertake no obligation to update forward-looking statements to reflect actual results or changes in assumptions or circumstances, except as required by applicable law.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

TILRAY BRANDS, INC.

~~Condensed~~ Consolidated ~~Balance Sheets~~Statements of Financial Position

(in thousands of United States dollars, ~~except for share and par value data~~, unaudited)

March 31, 2021

December 31, 2020

Assets

Current assets

Cash and cash equivalents

$
416,370

$
189,702

Accounts receivable, net of allowance for credit losses of $1,267 and provision for sales returns of $727 (December 31, 2020 - $887 and $1,651, respectively)

28,304

29,033

Inventory

96,544

93,645

Prepayments and other current assets

30,751

34,640

Total current assets

571,969

347,020

Property and equipment, net

197,771

199,559

Operating lease, right-of-use assets

17,478

17,985

Intangible assets, net

186,222

186,445

Goodwill

169,079

166,915

Equity method investments

8,100

9,300

Other investments

12,083

14,369

Other assets

5,542

4,356

Total assets

$
1,168,244

$
945,949

Liabilities

Current liabilities

Accounts payable

48,289

17,776

Accrued expenses and other current liabilities

60,461

39,946

Accrued lease obligations

2,888

2,913

Senior Facility, net of transaction costs - current

49,547

—

Warrant liability

122,804

120,647

Total current liabilities

283,989

181,282

Accrued lease obligations

30,521

30,623

Deferred tax liability

49,293

49,274

Convertible notes, net of issuance costs

259,443

257,789

Senior Facility, net of transaction costs

—

48,470

Other liabilities

4,367

4,612

Total liabilities

$
627,613

$
572,050

Commitments and contingencies (refer to Note 16)

Stockholders’ equity

Class 1 common stock ($0.0001 par value, 233,333,333 shares authorized; 0 shares issued and outstanding)

—

—

Class 2 common stock ($0.0001 par value; 500,000,000 shares authorized;
179,118,980 and 158,486,087 shares issued and outstanding, respectively

18

16

Additional paid-in capital

1,599,713

1,095,781

Accumulated other comprehensive (loss) income

11,958

8,205

Accumulated deficit

(1,071,058
)

(730,103
)
Total stockholders’ equity

540,631

373,899

Total liabilities and stockholders’ equity

$
1,168,244

$
945,949

	February 28, 2022			May 31, 2021
Assets
Current assets
Cash and cash equivalents	$	279,214		$	488,466
Accounts receivable, net		89,895			87,309
Inventory		273,292			256,429
Prepaids and other current assets		52,211			48,920
Convertible notes receivable		1,173			2,485
Total current assets		695,785			883,609
Capital assets		603,472			650,698
Right-of-use assets		17,851			18,267
Intangible assets		1,528,962			1,605,918
Goodwill		2,835,100			2,832,794
Interest in equity investees		4,797			8,106
Long-term investments		133,155			17,685
Other assets		314			8,285
Total assets	$	5,819,436		$	6,025,362
Liabilities
Current liabilities
Bank indebtedness	$	17,496		$	8,717
Accounts payable and accrued liabilities		137,094			212,813
Contingent consideration		31,592			60,657
Warrant liability		19,366			78,168
Current portion of lease liabilities		6,703			4,264
Current portion of long-term debt		70,176			36,622
Total current liabilities		282,427			401,241
Long - term liabilities
Lease liabilities		16,211			53,946
Long-term debt		121,210			167,486
Convertible debentures		501,075			667,624
Deferred tax liability		237,208			265,845
Other liabilities		292			3,907
Total liabilities		1,158,423			1,560,049
Commitments and contingencies (refer to Note 17)
Stockholders' equity
Common stock ($0.0001 par value; 990,000,000 shares authorized; 480,737,533 and 446,440,641 shares issued and outstanding, respectively)		48			46
Additional paid-in capital		5,110,892			4,792,406
Accumulated other comprehensive income		1,010			152,668
Accumulated Deficit		(484,710	)		(486,050	)
Total Tilray Brands, Inc. stockholders' equity		4,627,240			4,459,070
Non-controlling interests		33,773			6,243
Total stockholders' equity		4,661,013			4,465,313
Total liabilities and stockholders' equity	$	5,819,436		$	6,025,362

The accompanying notes are an integral part of these ~~condensed~~ consolidated financial statements.

TILRAY BRANDS, INC.

~~Condensed~~ Consolidated Statements of ~~Net Loss~~Income (Loss) and Comprehensive ~~Loss~~Income (Loss)

(in thousands of United States dollars, except for share and per share data,, unaudited)

Three months ended March 31,

2021

2020

Revenue

$
48,021

$
52,102

Cost of sales

34,518

41,232

Gross profit

13,503

10,870

General and administrative expenses

25,587

27,269

Sales and marketing expenses

9,739

18,326

Research and development expenses

1,202

1,347

Depreciation and amortization expenses

3,498

3,591

Impairment of assets

—

29,839

Loss from equity method investments

1,787

1,748

Litigation settlement

45,000

—

Operating loss

(73,310
)

(71,250
)
Foreign exchange (gain) loss, net

(699
)

28,069

Change in fair value of warrant liability

263,201

71,978

Interest expenses, net

6,916

9,146

Other (income) expenses, net

(1,516
)

4,651

Loss before income taxes

(341,212
)

(185,094
)
Deferred income tax recoveries

(635
)

(1,272
)
Current income tax expenses

378

301

Net loss

$
(340,955
)

$
(184,123
)
Net loss per share - basic and diluted

(2.01
)

(1.73
)
Weighted average shares used in computation of net loss per share - basic and diluted

169,489,223

106,463,352

Net loss

$
(340,955
)

$
(184,123
)
Foreign currency translation gain (loss), net

3,753

(16,633
)
Unrealized loss on investments

—

(74
)
Other comprehensive loss

3,753

(16,707
)
Comprehensive loss

$
(337,202
)

$
(200,830
)

	Three months ended February 28,						Nine months ended February 28,
	2022			2021			2022			2021
Net revenue	$	151,871		$	123,900		$	475,047		$	370,849
Cost of goods sold		112,042			93,444			351,497			270,165
Gross profit		39,829			30,456			123,550			100,684
Operating expenses:
General and administrative		38,445			24,491			121,401			78,736
Selling		8,641			6,155			25,283			18,051
Amortization		24,590			10,786			84,345			19,121
Marketing and promotion		7,578			3,259			20,163			12,436
Research and development		164			127			1,464			472
Change in fair value of contingent consideration		(29,065	)		—			(29,065	)		—
Transaction costs		9,238			9,688			42,937			30,352
Total operating expenses		59,591			54,506			266,528			159,168
Operating loss		(19,762	)		(24,050	)		(142,978	)		(58,484	)
Interest expense, net		(2,312	)		(7,943	)		(22,422	)		(18,511	)
Non-operating income (expense), net		72,719			(220,340	)		186,329			(306,348	)
Income (loss) before income taxes		50,645			(252,333	)		20,929			(383,343	)
Income taxes (recovery)		(1,830	)		6,310			(2,739	)		(13,707	)
Net income (loss)	$	52,475		$	(258,643	)	$	23,668		$	(369,636	)
Total net income (loss) attributable to:
Stockholders of Tilray Brands, Inc.		43,190			(273,519	)		1,340			(407,762	)
Non-controlling interests		9,285			14,876			22,328			38,126
Other comprehensive (loss) income, net of tax
Foreign currency translation (loss) gain		18,498			(4,706	)		(114,641	)		(4,231	)
Unrealized loss on convertible notes receivable		(52	)		(2,647	)		(649	)		(2,647	)
Change in fair value of long-term investments		(39,244	)		—			(55,601	)		—
Total other comprehensive (loss) income, net of tax		(20,798	)		(7,353	)		(170,891	)		(6,878	)
Comprehensive income (loss)		31,677			(265,996	)		(147,223	)		(376,514	)
Total comprehensive income (loss) attributable to:
Stockholders of Tilray Brands, Inc.		34,605			(280,872	)		(150,318	)		(414,640	)
Non-controlling interests		(2,928	)		14,876			3,095			38,126
Weighted average number of common shares - basic		485,668,750			265,401,924			470,303,170			250,701,376
Weighted average number of common shares - diluted		488,546,790			265,401,924			478,050,130			250,701,376
Net income (loss) per share - basic	$	0.09		$	(1.03	)	$	0.00		$	(1.63	)
Net income (loss) per share - diluted	$	0.09		$	(1.03	)	$	0.00		$	(1.63	)

The accompanying notes are an integral part of these ~~condensed~~ consolidated financial statements.

TILRAY BRANDS, INC.

~~Condensed~~ Consolidated Statements of Stockholders’ Equity

(in thousands of United States dollars, except for share data, unaudited)

Common stock

Accumulated other

Number of
shares

Amount

Additional paid-in
capital

comprehensive (loss)
income

Accumulated
deficit

Total stockholders' equity
(deficit)

Balance as of December 31, 2019

102,781,225

$
11

$
705,671

$
9,719

$
(430,130
)

$
285,271

Proceeds from ABG Profit Participation Arrangement

—

—

1,353

—

—

1,353

Write-off of ABG finance receivable

—

—

28,900

—

(28,900
)

—

Escrow shares released from downstream merger

(7,659
)

—

(151
)

—

—

(151
)
Shares issued for common stock at-the-market, net of issuance costs

2,265,115

—

27,027

—

—

27,027

Shares issued for investments

6,934

—

—

—

—

—

Shares issued under stock-based compensation plans

597,868

—

1,079

—

—

1,079

Stock-based compensation expenses

—

—

7,677

—

—

7,677

Shares issued under registered offering, net of issuance costs

7,250,000

1

19,827

—

—

19,828

Shares issued for exercise of pre-funded warrants

11,750,000

1

49,053

—

—

49,054

Other comprehensive loss

—

—

—

(16,707
)

—

(16,707
)
Net loss

—

—

—

—

(184,123
)

(184,123
)
Balance as of March 31, 2020

124,643,483

$
13

$
840,436

$
(6,988
)

$
(643,153
)

$
190,308

Balance at December 31, 2020

158,046,087

$
16

$
1,095,781

$
8,205

$
(730,103
)

$
373,899

Escrow shares released from downstream merger

(6,342
)

—

(135
)

—

—

(135
)
Shares issued for common stock at-the-market, net of issuance costs

6,254,980

1

156,029

—

—

156,030

Shares issued under stock-based compensation plans

1,623,255

—

3,746

—

—

3,746

Stock-based compensation expenses

—

—

7,141

—

—

7,141

Shares issued for exercise of warrants

12,791,000

1

337,151

—

—

337,152

Other comprehensive loss

—

—

—

3,753

—

3,753

Net loss

—

—

—

—

(340,955
)

(340,955
)
Balance at March 31, 2021

178,708,980

$
18

$
1,599,713

$
11,958

$
(1,071,058
)

$
540,631

	Number of common shares		Common stock		Additional paid-in capital			Accumulated other comprehensive income (loss)			Accumulated Deficit			Non- controlling interests			Total
Balance at May 31, 2020		240,132,635	$	24	$	1,366,736		$	(5,434	)	$	(113,352	)	$	26,957		$	1,274,931
Share issuance - legal settlement		1,389,884		—		7,018			—			—			—			7,018
Share issuance - options exercised		41,065		—		4			—			—			—			4
Share issuance - RSUs exercised		429,280		—		—			—			—			—			—
Stock-based compensation		—		—		3,479			—			—			—			3,479
Comprehensive income (loss) for the period		—		—		—			1,385			(34,343	)		12,599			(20,359	)
Balance at August 31, 2020		241,992,864	$	24	$	1,377,237		$	(4,049	)	$	(147,695	)	$	39,556		$	1,265,073
Share issuance - legal settlement		503,974		—		3,436			—			—			—			3,436
Share issuance - equity financing		14,610,496		2		103,594			—			—			—			103,596
Share issuance - SweetWater acquisition		8,232,810		1		69,189			—			—			—			69,190
Share issuance - options exercised		74,337		—		86			—			—			—			86
Share issuance - RSUs exercised		8,823		—		—			—			—			—			—
Stock-based compensation		—		—		1,323			—			—			—			1,323
Comprehensive income (loss) for the period		—		—		—			(910	)		(99,900	)		10,651			(90,159	)
Balance at November 30, 2020		265,423,304	$	27	$	1,554,865		$	(4,959	)	$	(247,595	)	$	50,207		$	1,352,545
Share issuance - options exercised		79,489		—		54			—			—			—			54
Share issuance - RSUs exercised		3,450		—		—			—			—			—			—
Stock-based compensation		—		—		3,075			—			—			—			3,075
Comprehensive income (loss) for the period		—		—		—			(7,353	)		(273,519	)		14,876			(265,996	)
Balance at February 28, 2021		265,506,243	$	27	$	1,557,994		$	(12,312	)	$	(521,114	)	$	65,083		$	1,089,678

Balance at May 31, 2021		446,440,641	$	46	$	4,792,406		$	152,668		$	(486,050	)	$	6,243		$	4,465,313
Third party contribution to Superhero Acquisition LP		—		—		—			—			—			52,995			52,995
Share issuance - options exercised		417,489		—		—			—			—			—			—
Share issuance - RSUs exercised		3,665,337		—		—			—			—			—			—
Shares effectively repurchased for employee withholding tax		—		—		(5,944	)		—			—			—			(5,944	)
Stock-based compensation		—		—		9,417			—			—			—			9,417
Comprehensive income (loss) for the period		—		—		—			(101,421	)		(41,649	)		7,045			(136,025	)
Balance at August 31, 2021		450,523,467	$	46	$	4,795,879		$	51,247		$	(527,699	)	$	66,283		$	4,385,756
Share issuance - Superhero Acquisition LP		9,817,061		—		117,804			—			—			—			117,804
Share issuance - DDH note		2,677,596		—		28,560			—			—			(28,560	)		—
Share issuance - options exercised		98,044		—		4,623			—			—			—			4,623
Share issuance - RSUs exercised		470,324		—		—			—			—			—			—
Shares effectively repurchased for employee withholding tax		—		—		(2,742	)		—			—			—			(2,742	)
Share issuance - legal settlement		215,901		—		2,170			—			—			—			2,170
Stock-based compensation		—		—		8,253			—			—			—			8,253
Comprehensive income (loss) for the period		—		—		—			(41,652	)		(201	)		(1,022	)		(42,875	)
Balance at November 30, 2021		463,802,393	$	46	$	4,954,547		$	9,595		$	(527,900	)	$	36,701		$	4,472,989
Share issuance - Breckenridge Acquisition		12,540,479		2		114,066			—			—			—			114,068
Share issuance - legal settlement		2,743,485		—		20,000			—			—			—			20,000
Share issuance - options exercised		190,620		—		778			—			—			—			778
Share issuance - RSUs exercised		170,928		—		—			—			—			—			—
Share issuance - purchase of capital and intangible assets		1,289,628		—		12,146			—			—			—			12,146
Stock-based compensation		—		—		9,355			—			—			—			9,355
Comprehensive income (loss) for the period		—		—		—			(8,585	)		43,190			(2,928	)		31,677
Balance at February 28, 2022		480,737,533	$	48	$	5,110,892		$	1,010		$	(484,710	)	$	33,773		$	4,661,013

The accompanying notes are an integral part of these ~~condensed~~ consolidated financial statements.

TILRAY BRANDS, INC.

~~Condensed~~ Consolidated Statements of Cash Flows

(in thousands of United States dollars, unaudited)

Three months ended March 31,

2021

2020

Operating activities

Net loss

$
(340,955
)

$
(184,123
)
Adjusted for the following items:

Inventory valuation adjustments

2,062

4,044

Depreciation and amortization expenses

4,908

4,561

Impairment of assets

—

29,839

Stock-based compensation expenses

7,193

7,677

Change in fair value of warrant liability

263,201

71,978

Loss from equity method investments

1,787

1,748

(Gain) loss from equity investments measured at fair value

(300
)

1,534

(Gain) loss from sale of investment

(75
)

65

Interest on debt securities

—

(221
)
Deferred taxes

(635
)

(1,272
)
Amortization of discount on convertible notes

1,653

2,597

Amortization of transaction costs on Senior Facility

436

131

Foreign currency (gain) loss

(699
)

28,069

Accretion related to obligations under finance leases

485

151

Issuance costs on registered offering recorded to net loss

—

3,953

Credit loss expenses

805

46

Provision for sales returns

(924
)

(262
)
Loss on disposal of property and equipment

82

457

Other non-cash items

—

138

Changes in non-cash working capital:

Accounts receivable

(1,000
)

(1,906
)
Inventory

(4,893
)

(11,594
)
Prepayments and other current assets

2,703

6,749

Accounts payable

30,513

(15,218
)
Accrued expenses and other current liabilities

20,645

(3,172
)
Net cash used in operating activities

(13,008
)

(54,031
)
Investing activities

Change in deposits and other assets

—

(927
)
Investment in equity method investees

(493
)

—

Proceeds from the sale of other investments

2,719

437

Purchases of property and equipment

(2,466
)

(18,290
)
Proceeds from disposal of property and equipment

171

661

Net cash used in investing activities

(69
)

(18,119
)
Financing activities

Proceeds from at-the-market equity offering, net of costs

156,029

27,027

Proceeds from ABG Profit Participation Arrangement

—

1,353

Proceeds from issuance of registered offering, net of issuance costs

—

85,465

Payment of ABG finance liability

(375
)

(1,000
)
Proceeds from exercise of warrants

76,106

—

Proceeds from exercise of stock options

6,117

1,813

Payment of obligations under finance lease

—

(105
)
Payment on the settlement of stock options

(2,487
)

(748
)
Proceeds from issuance of Senior Facility, net of transaction costs

—

46,395

Repayment of Senior Facility

(1,309
)

(414
)
Net cash provided by financing activities

234,081

159,786

Effect of foreign currency translation on cash and cash equivalents

5,664

(10,437
)
Cash and cash equivalents

Increase (decrease) in cash and cash equivalents

226,668

77,199

Cash and cash equivalents, beginning of period

189,702

96,791

Cash and cash equivalents, end of period

$
416,370

$
173,990

	For the nine months ended February 28,
	2022			2021
Cash used in operating activities:
Net income (loss)	$	23,668		$	(369,636	)
Adjustments for:
Deferred income tax recovery		(17,296	)		(35,444	)
Unrealized foreign exchange loss		1,699			19,955
Amortization		113,824			43,292
Gain on sale of capital assets		(631	)		—
Inventory valuation write down		12,000			—
Other non-cash items		962			(490	)
Stock-based compensation		27,025			11,414
Loss (gain) on long-term investments & equity investments		(2,401	)		4,252
Loss (gain) on derivative instruments		(210,653	)		283,878
Change in fair value of contingent consideration		(29,065	)		—
Transaction costs associated with business acquisitions		—			25,160
Change in non-cash working capital:
Accounts receivable		(458	)		(17,048	)
Prepaids and other current assets		(953	)		6,644
Inventory		(16,512	)		(15,829	)
Accounts payable and accrued liabilities		(57,947	)		(9,114	)
Net cash used in operating activities		(156,738	)		(52,966	)
Cash used in investing activities:
Investment in capital and intangible assets		(28,470	)		(33,931	)
Proceeds from disposal of capital and intangible assets		11,526			6,607
Promissory notes advances		—			(2,419	)
Repayment of notes receivable		—			4,032
Proceeds from disposal of long-term investments and equity investees		—			8,429
Net cash acquired (paid) on business acquisitions		326			(285,800	)
Net cash used in investing activities		(16,618	)		(303,082	)
Cash (used in) provided by financing activities:
Share capital issued, net of cash issuance costs		—			102,550
Proceeds (payment) from warrants and options exercised		(3,149	)		144
Proceeds from long-term debt		—			102,798
Repayment of long-term debt		(34,570	)		(5,271	)
Repayment of lease liabilities		(4,672	)		(749	)
Increase in bank indebtedness		8,779			(433	)
Dividend paid to NCI		—			(11,855	)
Net cash (used in) provided by financing activities		(33,612	)		187,184
Effect of foreign exchange on cash and cash equivalents		(2,284	)		18,809
Net decrease in cash and cash equivalents		(209,252	)		(150,055	)
Cash and cash equivalents, beginning of period		488,466			360,646
Cash and cash equivalents, end of period	$	279,214		$	210,591

The accompanying notes are an integral part of these ~~condensed~~ consolidated financial statements.

~~Tilray, Inc.~~

TILRAY BRANDS, INC.

Notes to ~~Condensed~~ Consolidated Financial Statements

~~(in thousands of United States dollars, except for shares, warrants, per share amounts and per warrant amounts, unaudited)~~

1.	~~Summary of Significant Accounting Policies~~

Note 1. Description of ~~the~~ business

Tilray Brands, Inc., ~~a Delaware corporation,~~ and its wholly owned subsidiaries (collectively “Tilray”, the “Company”, “we”, ~~“our”,~~ or “us”), is a leading global ~~medical~~cannabis-lifestyle and consumer packaged goods company headquartered in Leamington, Ontario, Canada, with operations in Canada, the United States, Europe, Australia, New Zealand and Latin America that is changing people’s lives for the better – one person at a time – by inspiring and empowering the worldwide community to live their very best life by providing them with products that meet the needs of their mind, body, and soul and invoke a sense of wellbeing. Tilray’s mission is to be the trusted partner for its patients and consumers by providing them with a cultivated experience and health and wellbeing through high-quality, differentiated brands and innovative products. A pioneer in cannabis research, cultivation ~~processing~~ and distribution, ~~organization,~~Tilray’s production platform supports over 20 brands in over 20 countries, including comprehensive cannabis offerings, hemp-based foods, and is one of the leading suppliers of adult-use cannabis in Canada. The Company also markets and distributes food products from hemp seed and offers a broad range of natural and organic hemp based food products and ingredients that are sold through retailers and websites globally.alcoholic beverages.

On ~~December 15, 2020, we entered into an Arrangement Agreement (as amended, the “Arrangement Agreement” with Aphria Inc. (“Aphria”), pursuant to which~~April 30, 2021, Tilray acquired all of the issued and outstanding common shares of Aphria Inc. (“Aphria”), an international organization focused on building a global cannabis-lifestyle consumer packaged goods company in addition to its businesses in the marketing and manufacturing beverage alcohol products in the United States, and in the distribution of (non-Cannabis) pharmaceutical products in Germany and Argentina, pursuant to a plan of arrangement (the ~~“Plan of Arrangement”~~“Arrangement”) under the Business Corporations Act ~~(the “Arrangement”)~~(Ontario). ~~The Arrangement was completed on April 30, 2021. Each outstanding common share of Aphria outstanding immediately prior to the effective time of the Arrangement was transferred to Tilray~~ ~~in exchange for 0.8381 of a share (of Tilray Class 2 common stock).~~ ~~As of March 31, 2021, the Arrangement had not yet been completed and as such, the financial statements do not reflect the effect of the transaction.~~

Note 2. Basis of presentation and ~~going concern~~summary of significant accounting policies

The accompanying unaudited ~~condensed~~ consolidated financial statements (the “financial statements”) reflect the accounts of the Company. The financial statements were prepared in accordance with generally accepted accounting principles in the United States of America (“~~U.S.~~ GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information. The information included in this Form 10-Q should be read in conjunction with the audited consolidated financial statements included in the Company’s ~~annual report~~Annual Report on Form 10-K for the year ended ~~December~~May 31, ~~2020~~2021 (the “Annual Financial Statements”). These financial statements reflect all adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year. The Company’s balance sheet in these interim financial statements was derived from the audited Annual Financial Statements but does not contain all of the footnote disclosures from the Annual Financial Statements.

These consolidated financial statements have been prepared on athe going concern basis which assumes that the Company will continue in operation for the foreseeable future and, accordingly, will be able to realize its assets and discharge its liabilities in the normal course of operations as they come ~~due.~~due, under the historical cost convention except for certain financial instruments that are measured at fair value, as detailed in the Company’s accounting policies.

~~Reclassifications~~As a result of the April 30, 2021 business combination with Aphria, the reported results do not include the results of operations of Tilray and its subsidiaries on and prior to April 30, 2021, in accordance with the accounting treatment applicable to the Arrangement. Accordingly, comparisons between the Company's results for the three and nine months ended February 28, 2022 and prior periods may not be meaningful.

Information about the accounting treatment of the Arrangement including details of the transaction, determination of the total fair value consideration, and allocation of the purchase price, are included in the Company's Annual Report for the year ended May 31, 2021 filed in Form 10-K with the SEC on July 28, 2021 (“Annual Report”).

The ~~Company reclassified previously disclosed amounts related to inventory valuation~~purchase price allocation for the Arrangement is open for adjustments and ~~stock-based compensation expenses~~has been allocated based on estimated fair values of the assets acquired and liabilities assumed at the acquisition date. In the event that more information is obtained, the purchase price allocation may change. Any future adjustments to ~~conform~~the purchase price allocation, including changes within identifiable intangible assets or estimation uncertainty impacted by market conditions, may impact future net earnings. The purchase price allocation adjustments can be made through the end of the measurement period, which is not to exceed one year from the acquisition date.

Basis of consolidation

Subsidiaries are entities controlled by the Company. Control exists when the Company either has a controlling voting interest or is the primary beneficiary of a variable interest entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. A complete list of our subsidiaries that existed prior to our most recent year end is included in the Annual Report.

On August 13, 2021, the Company and other unrelated persons formed Superhero Acquisition L.P., a Delaware limited partnership (“SH Acquisition”), for the purpose of acquiring certain senior secured convertible notes in the principal amount of approximately

$165.8 million (the “MM Notes”) originally issued by MedMen Enterprises Inc. (“MedMen”) together with certain associated warrants (the “MM Warrants”) to acquire Class B subordinate voting shares of Medmen (the “MedMen Shares”) fromcertain funds affiliated with Gotham Green Partners (the “MM Transaction”). The MM Notes mature onAugust 17, 2028. On August 17, 2021, SH Acquisition completed the ~~disclosures~~MM Transaction and issued 9,817,061 shares of its common stock as partial consideration for the MM Transaction. The balance of ~~March 31,~~the consideration for the MM Transaction was paid in cash by the other unrelated investors of SH Acquisition.

In connection with its issuance of 9,817,061 shares of its common stock, the Company’s received an interest in SH Acquisition equal to approximately 68% of the interests in SH Acquisition and, therefore, indirectly acquired a right to 68% of the MM Notes and related MM Warrants, which were convertible into approximately 21% of the MedMen Shares outstanding (if such MM Notes and MM Warrants were converted and exercised upon closing the MM Transaction). In addition, interest on the principal amount of the MM Notes shall accrue at an interest rate of LIBOR plus 6%, with a LIBOR floor of 2.5% and, any accrued interest shall be payment-in-kind at a price equal to the trailing 30-day volume weighted average price of the MedMen Shares, as and when such payment-in-kind interest becomes due and payable. SH Acquisition was also granted “top-up” rights enabling it (and its limited partners) to maintain its percentage ownership (on an “as-converted” basis) in the event that MedMen issues equity securities upon conversion of convertible securities that may be issued by MedMen. Tilray’s ability to convert the Notes and exercise the Warrants is dependent upon U.S. federal legalization of cannabis (a “Triggering Event”) or Tilray’s waiver of such requirement as well as any additional regulatory approvals.

Under the SH Acquisition partnership agreement, certain material events described therein require the approval of the Company, and, upon a Triggering Event, the Company has the ability to appoint two of the three members of the board of directors of the general partner of SH Acquisition. As a result, we consolidated SH Acquisition as a subsidiary of Tilray beginning on August 17, 2021.Additional information about the MM Transaction is included in Note 7 Long-term investments.

~~Inventory valuation adjustments were~~

On December 1, 2021, the Company acquired all the membership interests in Cheese Grits, LLC, a Georgia limited liability company that owns the SweetWater Brewing Company brewery and taproom in Atlanta, Georgia (the “SW Acquisition”), which facility was previously ~~disclosed~~leased to the Company. Cheese Grits, LLC, was owned by certain former equity holders of SweetWater and current employees. As consideration for the SW Acquisition, the Company paid a purchase price at closing equal to $30,665, which purchase price was satisfied through the assumption of outstanding debt as well as the issuance of 843,687 shares of Tilray Class 2 common stock with a fair value of $8,606. On December 17, 2021, the Company issued an additional 82,224 Class 2 common shares with a fair value at issuance of $776 to satisfy its contractual obligations under the SW Acquisition. As a result of the SW Acquisition, Cheese Grits, LLC has been consolidated as a subsidiary of Tilray beginning on December 1, 2021. The SW Acquisition did not meet the definition of a business under US GAAP and has been treated as an asset acquisition.

On December 7, 2021 the Company acquired all the membership interests in Double Diamond Distillery LLC (d/b/a Breckenridge Distillery), a Colorado limited liability company and a leading distilled spirits brand located in Breckenridge, Colorado, known for its award-winning bourbon whiskey collection and innovative craft spirits portfolio (the “Breckenridge Acquisition”). As consideration for the Breckenridge Acquisition, the Company paid a purchase price in an aggregate amount equal to $114,068, which purchase price was satisfied through the issuance of 12,540,479 shares of Tilray’s Class 2 common shares. As a result, we consolidated Double Diamond Distillery LLC as a subsidiary of Tilray beginning December 7, 2021. Additional information about the Breckenridge Acquisition is included in Note 6 Goodwill.

Long-term investments

Debt securities are classified as available-for-sale and are recorded at fair value and are subject to impairment testing. Other than impairment losses, unrealized gains and losses during the period, net of the related tax effect, are excluded from income and reflected in other comprehensive income (loss), and the cumulative effect is reported as a separate component of stockholders’ equity until realized. Upon sale, realized gain and losses are reported in net income. Debt securities are impaired when a decline in fair value is determined to be other-than-temporary. If the cost of ~~sales on~~an investment exceeds its fair value, the ~~Company’s Consolidated Statements~~Company evaluates, among other factors, general market conditions, credit quality of ~~Net Loss~~debt instrument issuers, and ~~Comprehensive Loss. As of March 31, 2021, these amounts are included under~~ the ~~caption of cost of sales.~~

For the three months
ended March 31, 2020

Inventory valuation adjustment no longer disclosed separately from cost of sales

$
4,044

~~Stock-based compensation expenses was previously presented as~~duration and extent to which the fair value is less than cost. Once a ~~separate line item~~decline in fair value is determined to be other-than-temporary, an impairment charge is recorded in the ~~Company’s Consolidated Statements~~statements of ~~Net Loss~~net loss and ~~Comprehensive Loss. As of March 31, 2021,~~a new cost basis for the investment is established. The Company also evaluates whether there is a plan to sell the security or it is more likely than not that the Company ~~includes its stock-based compensation expense under~~will be required to sell the ~~respective caption~~security before recovery. If neither of the conditions exist, then only the portion of the impairment loss attributable to credit loss is recorded in the statements of net loss and the remaining amount is recorded in other comprehensive income (loss).

Investments in equity securities of entities over which the Company does not have a controlling financial ~~statements where compensation paid~~interest or significant influence are accounted for at fair value. Equity investments without readily determinable fair values are measured at cost with adjustments for observable changes in price or impairments (referred to as the ~~same employees is recorded. These reclassifications~~“measurement alternative”). In applying the measurement

alternative, the Company performs a qualitative assessment on a quarterly basis and recognizes an impairment if there are ~~summarized as follows:~~

For the three months
ended March 31, 2020

General and administrative expenses

$
7,138

Sales and marketing expenses

450

Research and development expenses

89

~~The~~sufficient indicators that the fair value of the equity investments are less than carrying values. Changes in value are recorded in the statement of net loss and comprehensive loss, within the line, “Non-operating income (expense)”.

Investments in entities over which the Company does not have a controlling financial interest but has significant influence, are accounted for using the ~~three months ended March 31, 2020 was reclassified to conform to~~equity method, with the Company’s share of earnings or losses reported in earnings or losses from equity method investments on the statements of net loss and comprehensive loss. Equity method investments are recorded at cost, plus the Company’s share of undistributed earnings or losses, and impairment, if any, within “Interest in equity investees” on the balance sheets. The Company assesses investments in equity method investments when events or circumstances indicate that the carrying amount of the investment may be impaired. If it is determined that the current ~~period’s presentation. Acquisition-related expenses, net, formerly presented as~~fair value of an equity method investment is less than the carrying value of the investment, the Company will assess if the shortfall is other than temporary (OTTI). Evidence of a ~~separate line item,~~loss in value might include, but would not necessarily be limited to, absence of an ability to recover the carrying amount of the investment or inability of the equity investee to sustain an earnings capacity that would justify the carrying amount of the investment. Once a determination is ~~now presented~~made that an OTTI exists, the investment is written down to its fair value in ~~general and administrative expenses.~~accordance with ASC 820 at the reporting date, which establishes a new cost basis.

~~Net loss~~Earnings (loss) per share

Basic ~~net loss~~earnings (loss) per share is computed by dividing reported net ~~loss~~income (loss) by the weighted average number of common shares outstanding ~~for~~during the ~~reported~~ period. Diluted ~~net loss per share reflects the potential dilution that could occur if securities or other~~

~~contracts to issue common stock were exercised or converted into common stock of the Company during the reporting period. Diluted net loss~~earnings (loss) per share is computed by dividing reported net ~~loss~~income (loss) by the sum of the weighted average number of common shares and the number of dilutive potential ~~dilutive~~ common share equivalents outstanding during the period. Potential dilutive common share equivalents consist of the incremental common shares issuable upon the exercise of vested share options, warrants and RSUs and the incremental shares issuable upon conversion of the convertible ~~notes. Potential dilutive common share equivalents consist of warrants, stock options, restricted stock units (“RSUs”)~~debentures and ~~restricted stock awards.~~similar instruments.

In computing diluted earnings (loss) per share, common share equivalents are not considered in periods in which a net loss is reported, as the inclusion of the common share equivalents would be anti-dilutive. ~~As of March 31, 2021, there were 14,243,733~~For the three and nine-months ended February 28, 2022, the dilutive potential common share equivalents ~~with potential dilutive impact (March 31, 2020 – 21,266,707). Since~~outstanding consist of the ~~Company is in a net loss for all periods presented in these financial statements, there is no difference between the Company’s basic~~following:1,870,386 and ~~diluted net loss per~~2,256,567 common shares from RSUs, nil and 901,781 common shares from share ~~for the periods presented.~~

options, 1,007,654 and 3,119,734 common shares from warrants and nil and 1,468,878 common shares from convertible debentures, respectively.

New accounting pronouncements not yet adopted

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which ~~is intended~~amends and simplifies existing guidance in an effort to ~~address issues identified as a result of~~reduce the complexity ~~associated~~of accounting for convertible instruments and to provide financial statement users with ~~applying generally accepted accounting principles (GAAP) for certain financial instruments with characteristics of liabilities and equity.~~more meaningful information. ASU 2020-06 is effective for the Company beginning ~~January~~June 1, 2022. This update may be applied retrospectively or on a modified retrospective basis with the cumulative effect recognized as an adjustment to the opening balance of retained earnings on the date of adoption. The Company is currently evaluating the effect of adopting this ASU.

2.	~~Inventory~~

~~Inventory~~In May 2021, the FASB issued ASU 2021-04, Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2021-04”), which amends existing guidance for earnings per share (EPS) in accordance with Topic 260. ASU 2021-04 is ~~comprised~~effective for the Company beginning June 1, 2022. This update should be applied prospectively on or after the effective date of the amendments. The Company is currently evaluating the effect of adopting this ASU.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Subtopic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”), which is intended to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency. ASU 2021-08 is effective for the Company beginning June 1, 2023. This update should be applied prospectively on or after the effective date of the amendments. The Company is currently evaluating the effect of adopting this ASU.

In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832), Disclosures by Business Entities about Government Assistance, which is intended to increase the transparency of government assistance including the disclosure of (1) the types of assistance, (2) an entity’s accounting for the assistance, and (3) the effect of the assistance on an entity’s financial statements. ASU 2021-10 is effective for the Company beginning June 1, 2022. This update should be applied prospectively on or after the effective date of the amendments. The Company is currently evaluating the effect of adopting this ASU.

New accounting pronouncements recently adopted

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The standard is effective for annual reporting periods beginning after December 15, 2020 and including interim periods within those fiscal years. The Company adopted the ASU beginning June 1, 2021 and the adoption of ASU 2019-12 did not have a material impact on our consolidated financial statements.

In January 2020, the FASB issued ASU 2020-01, Investments – Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) (“ASU 2020-01”), which is intended to clarify the interaction of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. The Company adopted the ASU beginning June 1, 2021 and the adoption of ASU 2020-01 did not have a material impact on our consolidated financial statements.

Note 3. Inventory

Inventory consisted of the following ~~items:~~:

March 31, 2021

December 31, 2020

Raw materials

$
15,263

$
15,223

Work-in-process

60,197

61,867

Finished goods

21,084

16,555

Total

$
96,544

$
93,645

	February 28, 2022		May 31, 2021
Plants	$	19,523	$	23,083
Dried cannabis		125,527		118,269
Cannabis trim		2,316		2,931
Cannabis derivatives		28,367		24,158
Cannabis vapes		4,298		3,791
Packaging and other inventory items		26,318		31,462
Wellness inventory		13,398		15,171
Beverage alcohol inventory		29,136		5,402
Distribution inventory		24,409		32,162
Total	$	273,292	$	256,429

~~Inventory is written down for any obsolescence, spoilage and excess inventory or when the net realizable value of inventory is less than the carrying value.~~ During the three and nine months ended ~~March 31, 2021,~~February 28, 2022, the Company recorded $0 and $12,000 in our cannabis segment of charges ~~for~~related to inventory ~~and inventory-related~~ write downs as a component of cost of ~~sales. Cannabis products were written down by $1,720~~goods sold (February 28, 2021-$0 and ~~hemp products were written down by $342 (2020: $3,247 and $797)~~$0).

Note 4. Capital assets

Capital assets consisted of the following:

3.	~~Prepayments and Other Current Assets~~

	February 28, 2022			May 31, 2021
Land	$	32,118		$	28,549
Production facility		441,593			346,510
Equipment		258,747			215,408
Leasehold improvement		8,101			17,059
ROU-assets under finance lease		—			34,726
Construction in progress		9,991			85,322
	$	750,550		$	727,574
Less: accumulated amortization		(147,078	)		(76,876	)
Total	$	603,472		$	650,698

~~Prepayments and other current~~Note 5. Intangible Assets

Intangible assets ~~are comprised~~consisted of the following items:

March 31, 2021

December 31, 2020

Deposits

$
9,285

$
15,976

Prepayments

5,117

6,542

Taxes receivable

16,349

12,122

Total

$
30,751

$
34,640

										Intellectual
	Customer									property,
	relationships			Licenses,			Non-			trademarks,			Total
	& distribution			permits &			compete			know how			intangible
	channel			applications			agreements			& brands			assets
Cost
At May 31, 2021	$	239,810		$	414,930		$	12,453		$	990,917		$	1,658,110
Additions		—			182			—			856			1,038
Effect of foreign exchange		(9,300	)		(17,346	)		(659	)		(51,738	)		(79,043	)
At August 31, 2021		230,510			397,766			11,794			940,035			1,580,105
Additions		-			26			-			97			123
Effect of foreign exchange		(6,240	)		(11,776	)		-			(10,099	)		(28,115	)
At November 30, 2021		224,270			386,016			11,794			930,033			1,552,113
Additions		-			27			-			4,902			4,929
Business acquisition		10,950			-			-			78,250			89,200
Effect of foreign exchange		1,740			4,279			14			3,079			9,112
At February 28, 2022		236,960			390,322			11,808			1,016,264			1,655,354
Accumulated amortization
At May 31, 2021		18,302			1,167			4,299			28,424			52,192
Amortization		9,466			116			833			14,684			25,099
At August 31, 2021		27,768			1,283			5,132			43,108			77,291
Amortization		10,904			122			1,188			12,593			24,807
At November 30, 2021		38,672			1,405			6,320			55,701			102,098
Amortization		10,621			143			962			12,568			24,294
At February 28, 2022	$	49,293			1,548			7,282			68,269		$	126,392
Net book value at May 31, 2021	$	221,508		$	413,763		$	8,154		$	962,493		$	1,605,918
Net book value at August 31, 2021	$	202,742		$	396,483		$	6,662		$	896,927		$	1,502,814
Net book value at November 30, 2021	$	185,598		$	384,611		$	5,474		$	874,332		$	1,450,015
Net book value at February 28, 2022	$	187,667		$	388,774		$	4,526		$	947,995		$	1,528,962

As of February 28, 2022, included in Licenses, permits & applications is $388,360 of indefinite-lived intangible assets (May 31, 2021 - $412,000).

Note 6. Goodwill

The following table shows the carrying amount of goodwill:

	Segment	February 28, 2022		May 31, 2021
Broken Coast Cannabis Ltd.	Cannabis business	$	105,963	$	105,963
Nuuvera Corp.	Cannabis business		273,606		273,606
LATAM Holdings Inc.	Cannabis business		63,239		63,239
CC Pharma GmbH	Distribution business		4,458		4,458
SweetWater	Beverage alcohol business		100,202		100,202
Tilray-provisional	Cannabis business		2,155,471		2,144,143
Tilray-provisional	Wellness business		77,470		77,470
Breckenridge-provisional	Beverage alcohol business		14,871		—
Effect of foreign exchange			39,820		63,713
Total		$	2,835,100	$	2,832,794

Arrangement agreement between Tilray Inc. and Aphria Inc.

Pursuant to the Arrangement, as described in Note 1, the Company is within the measurement period of the business acquisition. As of February 28, 2022, the fair values of assets and liabilities acquired have been prepared on a provisional basis and are subject to

further adjustments as the Company completes its analysis. The Company will finalize the amounts recognized by April 30, 2022. The fair value adjustments made during the three and nine months ended February 28, 2022 are reflected in the table below:

	February 28, 2022		May 31, 2021
Assets
Cash and cash equivalents	$	375,673	$	375,673
Accounts receivable		28,054		28,054
Inventory		68,547		76,547
Prepaids and other current assets		2,960		8,960
Capital assets		136,637		136,637
Right-of-use assets, operating leases		12,606		12,606
Definite-lived intangible assets (estimated useful life)
Distribution channel (15 years)		404,000		404,000
Customer relationships (15 years)		59,000		59,000
Know how (5 years)		115,000		115,000
Brands (10 to 25 years)		301,000		301,000
Indefinite-lived intangible assets
Licenses		200,000		200,000
Goodwill-provisional		2,232,941		2,221,613
Other assets		22,879		22,879
Total assets		3,959,297		3,961,969
Liabilities
Accounts payable		62,292		62,292
Accrued expenses and other current liabilities		85,120		85,120
Accrued lease obligations		21,962		21,962
Warrant liability		79,402		79,402
Deferred tax liability		233,719		236,391
Convertible notes		267,862		267,862
Other liabilities		4,034		4,034
Total liabilities		754,391		757,063
Net assets acquired	$	3,204,906	$	3,204,906

Revenue for the Company would have been higher by approximately $45,000 and $135,000 for the three and nine months ended February 28, 2021, if the acquisition had taken place on June 1, 2020. Net income and comprehensive net income would have been lower by approximately $40,000 and $100,000 for the three and nine months ended February 28, 2021, if the acquisition had taken place on June 1, 2020.

Acquisition of Double Diamond Distillery LLC (d/b/a Breckenridge Distillery)

On December 7, 2021, the Company through its wholly-owned subsidiary Four Twenty Corporation, completed the purchase of all the membership interests of Double Diamond Distillery LLC (d/b/a Breckenridge Distillery), a Colorado limited liability company and a leading distilled spirits brand located in Breckenridge, Colorado (the “Breckenridge Acquisition”). As consideration for the

4.	~~Investments~~

~~Other investments~~Breckenridge Acquisition, the Company paid a purchase price in an aggregate amount equal to $114,068, which purchase price was satisfied through the issuance of 12,540,479 shares of Tilray’s Class 2 common shares.

~~Long-term investments are comprised~~The Company is in the process of assessing the fair value of the net assets acquired and, as a result, the fair value of the net assets acquired may be subject to adjustments pending completion of final valuations and post-closing adjustments. The table below summarizes preliminary estimated fair value of the assets acquired and the liabilities assumed at the effective acquisition date.

	Amount
Consideration
Shares	$	114,068
Net assest acquired
Current assets
Cash and cash equivalents		326
Accounts receivable		2,128
Prepaids and other current assets		367
Inventory		20,351
Lont-term assets
Capital assets		11,179
Customer relationships (15 years)		10,950
Intellectual property, trademarks & brands (15 years)		78,250
Goodwill		14,871
Total Assets		138,422
Current liabilities
Accounts payable and accrued liabilities		2,228
Long-term liabilities
Deferred tax liability		22,126
Total liabilities		24,354
Total net assets acquired	$	114,068

The goodwill of $14,871 is primarily related to factors such as synergies and market opportunities and is reported under the Company’s Beverage alcohol segment. Revenue for the Company would have been higher by approximately $6,000 and $18,000 for the three and nine months ended February 28, 2021, if the acquisition had taken place on June 1, 2020. Net income and comprehensive net income would have been lower by approximately $1,500 and $4,500 for the three and nine months ended February 28, 2021, if the acquisition had taken place on June 1, 2020.

Note 7. Long term investments

Long term investments consisted of the following ~~items:~~:

	March 31, 2021		December 31, 2020		February 28, 2022		May 31, 2021
Equity investments at fair value	$	633	$	477
Debt securities classified under available-for-sale method					$	122,765	$	—
Equity investments measured at fair value level 1						2,417		9,251
Equity investments measured at fair value level 2						2,263		2,934
Equity investments under measurement alternative		11,450		11,392		5,710		5,500
Debt securities classified under available-for-sale method		—		2,500
Total other investments	$	12,083	$	14,369
Total investments in debt and equity securities					$	133,155	$	17,685

As of February 28, 2022, the Company’s debt securities under available-for-sale method are the MM Notes, described in Note 2 Basis of presentation and summary of significant accounting policies. Interest on the principal amount of the MM Notes shall accrue at an interest rate of LIBOR plus 6%, with a LIBOR floor of 2.5% and, any accrued interest shall be payment-in-kind at a price equal to the trailing 30-day volume weighted average price of the MedMen Shares, as and when such payment-in-kind interest becomes due and payable. The MM Notes, which mature in 2028, are indirectly held by the Company through its majority-owned subsidiary, SH Acquisition. The Company has the ability, in its sole discretion, to transfer its partnership interest in SH Acquisition and/or the pro rata portion of the MM Notes and the corresponding portion of accrued and unpaid payment-in-kind interest, and/or cause the redemption of the partnership interest and/or the pro rata portion of the MM Notes held by the minority interest in SH Acquisition at any time. The unrealized loss on available-for-sale debt securities of $39,244 and $55,601 in accumulated other comprehensive income for three and nine months ended February 28, 2022 relates to the long-term available-for-sale debt securities. The Company’s allowance for credit losses on debt securities classified as available-for-sale is $0 at February 28, 2022 and 0 related credit loss expenses were recorded during the three and nine months ended February 28, 2022. Comparisons are not provided for the comparable prior year periods given the MM Transaction did not close until August 17, 2021.

The Company values debt securities under available-for-sale method using the Black-Scholes model (Level 3) with the following weighted-average assumptions:

Expected term	0.2 to 6.2 years
Expected volatility		70	%
Effective interest rate		20.4	%
Expected dividend yield		0.0	%
Probability of conversion	0% to 60%
Strike price	$0.15 to $4.29
Fair value of common stock	$	0.13

The Company’s equity investments at fair value consist of publicly traded shares and warrants held by the Company, including certain warrants acquired with the MM Notes and exercisable for equity securities of MedMen’s Class B subordinate voting shares. The Company’s equity investment under measurement alternative includes equity investments without readily determinable fair values.

Unrealized gains and losses recognized in ~~other expenses, net~~non-operating income (expense) during the three and nine months ended ~~March 31, 2021~~February 28, 2022 on equity investments still held at ~~March 31,~~February 28, 2022 are a loss of $2,951 and a loss of $6,834 (February 28, 2021 ~~is $300 (2020~~ – loss of ~~$1,534)~~$1,918 and loss of $3,244). There were 0 impairments or adjustments to equity investments under the measurement alternative for the three and nine months ended ~~March 31, 2021~~February 28, 2022 and ~~March 31, 2020.~~

~~The Company collected a cash settlement of its only debt security classified under available-for-sale method instrument with the lender prior to its contractual maturity for $2,500 in February~~ 2021.

~~Equity method investments~~Note 8. Accounts payable and accrued liabilities

~~As of March 31, 2021, there~~Accounts payable and accrued liabilities are no changes to the status of the Company’s assessment of its joint ventures with Anheuser-Busch InBev (“AB InBev”) in Plain Vanilla Research Limited Partnership (“Fluent”) and the Company’s joint venture with Cannfections Group Inc. (“Cannfections”).

During the three months ended March 31, 2021, the Company made $493 capital contributions to Fluent (2020 - $0). The Company provides production support services to Fluent on a cost recovery basis. For the three months ended March 31, 2021, total fees charged were $372, (2020 - $1,880). The total amount included in accounts payable is $1,785 at March 31, 2021 (December 31, 2020 - $674). At March 31, 2021, the maximum exposure to loss is limited to the Company’s equity investment in Fluent.

During the three months ended March 31, 2021, the Company made $0 capital contributions to Cannfections (2020 - $0). At March 31, 2021, the maximum exposure to loss is limited to the Company’s equity investment in Cannfections. During the three months ended March 31, 2021, the Company incurred $448 in expenses for purchases from Cannfections (2020 - $80).

The Company’s ownership interests in its equity method investments as of March 31, 2020 and December 31, 2019 and loss from equity method investments for the three months ended March 31, 2020 were as follows:comprised of:

Approximate

Carrying value

Gain (loss) from
equity method
investments for
the three months
ended

ownership %

March 31, 2021

March 31, 2021

Investment in Fluent

50%

$
4,039

$
(1,802
)
Investment in Cannfections

50%

4,061

15

Total equity method investments

$
8,100

$
(1,787
)

Approximate

Carrying value

Gain (loss) from
equity method
investments for
the three months
ended

ownership %

December 31, 2020

March 31, 2020

Investment in Fluent

50%

$
5,291

$
(1,819
)
Investment in Cannfections

50%

4,009

71

Total equity method investments

$
9,300

$
(1,748
)

	February 28, 2022		May 31, 2021
Trade payables	$	70,249	$	57,706
Accrued liabilities		49,503		112,594
Accrued payroll and employment related taxes		7,943		19,390
Income taxes payable		5,530		14,764
Accrued interest		3,378		148
Other accruals		491		8,211
Total	$	137,094	$	212,813

~~Summary financial information~~Note 9. Bank indebtedness

The Company has an operating line of credit in the amount of C$1,000 which bears interest at the lender’s prime rate plus 75 basis points. As of February 28, 2022, the Company has 0t drawn on the line of credit. The operating line of credit is secured by a security interest on that certain real property at 265 Talbot St. West, Leamington, Ontario.

CC Pharma GmbH, a subsidiary of the Company, has 3 operating lines of credit for €8,000, €3,500, and €500 each, which bear interest at Euro Over Night Index Average plus 1.79% and Euro Interbank Offered Rate plus 3.682% respectively. As of February 28, 2022, a total of €6,107 ($6,840) was drawn down from the ~~equity method investments~~available credit of €12,000. The operating lines of credit are secured by a security interest in the inventory held by CC Pharma GmbH.

Four Twenty Corporation (“420”), a subsidiary of the Company, has a revolving credit facility of $30,000 which bears interest at EURIBOR plus an applicable margin. As of February 28, 2022, the Company has drawn $10,000 on ~~an aggregate basis was as follows:~~the revolving line of credit. The revolving credit facility is secured by all of 420 and SweetWater’s assets and includes a corporate guarantee by a subsidiary of the Company.

March 31, 2021

December 31, 2020

Current assets

$
8,440

$
12,644

Noncurrent assets

$
7,033

$
6,608

Current liabilities

$
4,505

$
5,663

Three months ended March 31,

2021

2020

Revenue

$
1,061

$
1,392

Gross profit

$
224

$
583

Net loss

$
(3,574
)

$
(3,496
)

5.	~~Allowance for Credit Losses~~

~~Accounts receivable~~Note 10. Long-term debt

The ~~Company maintains an allowance for credit losses at an~~following table sets forth the net carrying amount ~~sufficient to absorb losses inherent in the existing accounts receivable portfolio as~~ of the reporting dates based on the estimate of expected net credit losses. The following table provides activity in the allowance for credit losses for the three months ended March 31, 2021 and March 31, 2020:

For the three months ended March 31,

2021

2020

Allowance for credit losses, January 1

$
887

$
615

Provision for expected credit losses ⁽¹⁾

805

46

Write-offs charged against allowance

(439
)

(19
)
Foreign currency translation adjustment

14

(47
)
Allowance for credit losses, March 31

$
1,267

$
595

Accounts receivable balance before allowance for credit losses and provision for sales returns, March 31, 2021 and 2020

$
30,298

$
40,057

~~(1)~~long-term debt instruments:

~~The provision for expected credit losses is recorded in general and administrative expenses~~

6.	~~Property and Equipment, Net~~

~~Property and equipment, net consists of the following:~~

March 31, 2021

December 31, 2020

Land

$
6,674

$
6,771

Buildings and leasehold improvements

117,597

117,325

Laboratory and manufacturing equipment

37,254

37,176

Office and computer equipment

2,001

1,710

Right-of-use ("ROU") assets under finance lease

15,270

15,072

Construction-in-process, not yet available for use

49,562

49,380

228,358

227,434

Less: accumulated depreciation

(30,587
)

(27,875
)
Total

$
197,771

$
199,559

	February 28, 2022			May 31, 2021
Credit facility - C$80,000 - Canadian prime interest rate plus an applicable margin, 3-year term, with a 10-year amortization, repayable in blended monthly payments, due in November 2022	$	55,300		$	62,964
Term loan - C$25,000 - Canadian 5-year bond interest rate plus 2.73% with a minimum 4.50%, 5-year term, with a 15-year amortization, repayable in blended monthly payments, due in July 2023		12,967			14,335
Term loan - C$25,000 - 3.95%, compounded monthly, 5-year term with a 15-year amortization, repayable in equal monthly instalments of $188 including interest, due in April 2022		15,346			17,117
Term loan - C$1,250 - 3.85%, 5-year term, with a 10-year amortization, repayable in equal monthly instalments of $13 including interest, due in August 2026		487			587
Mortgage payable - C$3,750 - 3.85%, 5-year term, with a 20-year amortization, repayable in equal monthly instalments of $23 including interest, due in August 2026		2,355			2,562
Vendor take-back mortgage - C$2,850 - 6.75%, 5-year term, repayable in equal monthly instalments of $56 including interest, due in June 2021		—			92
Term loan ‐ €5,000 ‐ Euro Interbank Offered Rate plus 1.79%, 5‐year term, repayable in quarterly instalments of €250 plus interest, due in December 2023		2,240			3,356
Term loan ‐ €5,000 ‐ Euro Interbank Offered Rate plus 2.68%, 5‐year term, repayable in quarterly instalments of €250 plus interest, due in December 2023		2,240			3,356
Term loan ‐ €1,500 ‐ Euro Interbank Offered Rate plus 2.00%, 5‐year term, repayable in quarterly instalments of €98 including interest, due in April 2025		1,375			1,831
Term loan ‐ €1,500 ‐ Euro Interbank Offered Rate plus 2.00%, 5‐year term, repayable in quarterly instalments of €98 including interest, due in June 2025		1,470			1,831
Mortgage payable - $22,635 - EUROBIR rate plus 1.5%, 10-year term, with a 10-year amortization, repayable in monthly instalments of $57 plus interest, due in October 2030		21,848			—
Term loan - $100,000 - EUROBIR rate plus an applicable margin, 3-year term, repayable in quarterly instalments beginning March 31, 2021 of $7,500 in its first twelve months and $10,000 in each of the next two years, due in March 2024		77,500			98,138
Carrying amount of long-term debt		193,128			206,169
Unamortized financing fees		(1,742	)		(2,061	)
Net carrying amount		191,386			204,108
Less principal portion included in current liabilities		(70,176	)		(36,622	)
Total noncurrent portion of long-term debt	$	121,210		$	167,486

~~Refer to Note 16 for contractual commitments related to construction-in-process.~~

7.	~~Intangible Assets~~

~~Intangible assets are comprised of the following items:~~

March 31,

December 31,

2021

2020

Weighted
Average
Amortization
Period
(in years)

Cost

Accumulated
Amortization

Impairment

Net

Cost

Accumulated
Amortization

Impairment

Net

Definite-lived intangible assets:

Patent

—

—

—

—

—

669

131

538

—

Customer relationships

16

140,709

18,455

—

122,255

138,885

16,030

—

122,855

Developed technology

10

7,322

1,525

—

5,797

7,227

1,325

—

5,902

Websites

3

4,710

3,985

—

725

5,332

4,348

—

984

Trademarks and licenses

5

182

70

—

112

9,009

1,245

7,650

114

Total

152,923

24,035

—

128,889

161,122

23,079

8,188

129,855

Indefinite-lived intangible
   assets:

Cultivation license
Indefinite

—

—

—

—

10,239

—

10,239

—

Trademarks
Indefinite

57,333

—

—

57,333

56,590

—

—

56,590

Rights under ABG Profit
   Participation
   Arrangement
Indefinite

—

—

—

—

16,765

—

16,765

—

Total

57,333

—

—

57,333

83,594

—

27,004

56,590

Total intangible assets

$
210,256

$
24,035

$
—

$
186,222

$
244,716

$
23,079

$
35,192

$
186,445

Amortization expenses for intangibles was $2,271 for the three months ended March 31, 2021 (2020 - $1,857). Expected future amortization expenses for intangible assets as at March 31, 2021 are as follows:

Year ending December 31,

Amortization

2021 (remaining nine months)

$
7,684

2022

$
9,868

2023

$
9,625

2024

$
9,619

2025

$
9,589

Thereafter

$
82,504

Total

$
128,889

8.	~~Goodwill~~

~~The following table shows the change in carrying amount of goodwill:~~

Hemp

Cannabis

Total

Balance as of December 31, 2020

$
136,332

$
30,583

$
166,915

Foreign currency translation adjustment

1,762

402

2,164

Balance as of March 31, 2021

$
138,094

$
30,985

$
169,079

~~Goodwill is tested for impairment annually, or more frequently when events or circumstances indicate that impairment may have occurred.~~ ~~No triggers have been identified in the quarter to perform additional quantitative tests.~~

9.	~~Accrued Expenses and Other Current Liabilities~~

~~Accrued expenses and other current liabilities are comprised of the following items:~~

March 31, 2021

December 31, 2020

Other accrued expenses and current liabilities

$
27,171

$
24,181

Accrued litigation settlement

20,000

—

Accrued payroll and employment related withholding taxes

9,314

9,282

Accrued interest on convertible notes

1,158

3,473

ABG finance liability - current

1,500

1,500

Accrued legal and professional fees

905

1,091

Accrued interest on Senior Facility

413

419

Total accrued expenses and other current liabilities

$
60,461

$
39,946

~~10.~~

~~Convertible Notes~~

~~The Company has outstanding convertible senior notes with a face value of $277,857 as described in the Annual Financial Statements.~~

As of ~~March 31, 2021, the convertible notes are not yet convertible, and~~February 28, 2022, the Company iswas in compliance with all the long-term debt covenants.

Note 11. Convertible debentures

The following table sets forth the net carrying amount of the convertible ~~notes:~~debentures:

March 31, 2021

December 31, 2020

5.00% Convertible Notes

$
277,857

$
277,857

Unamortized discount

(13,977
)

(15,229
)
Unamortized transaction costs

(4,437
)

(4,839
)
Net carrying amount

$
259,443

$
257,789

	February 28, 2022		May 31, 2021
5.25% Convertible Notes ("APHA 24")	$	229,945	$	399,444
5.00% Convertible Notes ("TLRY 23")		271,130		268,180
Total	$	501,075	$	667,624

~~The following table sets forth total interest expense recognized related to the convertible notes:~~

Three months ended March 31,

2021

2020

Contractual coupon interest

$
3,473

$
5,938

Amortization of discount

1,253

2,009

Amortization of transaction costs

401

588

Total

$
5,127

$
8,535

~~11.~~

~~Senior Facility~~

~~On February~~ 28, 2020, High Park Holdings Ltd., a wholly owned subsidiary of the Company (the “Borrower” or “High Park”) entered into a credit agreement, denominated in Canadian dollars (“C$”), for a senior secured credit facility in a maximum aggregate principal amount of $59,600 (C$79,800) (the “Senior Facility”).

On June 5, 2020, High Park entered into the First Amendment of the Senior Facility (the “Amendment”) which provided for interest-only payments for the remainder of its term with all outstanding principal payments due at February 28, 2022.

The Senior Facility bears interest on the outstanding principal balance at an annual rate equal to the Canadian prime rate plus 8.05%, calculated based on the daily outstanding balance of the Senior Facility calculated and compounded monthly in arrears and with no deemed reinvestment of monthly payments. Interest is due monthly throughout the term. The Company has the option to voluntarily prepay, without penalty, the outstanding amounts, in full or in part, at any time starting 6 months from the closing date subsequent to providing 75 days’ notice.

The Senior Facility has first priority claims on all North American assets of the Company and contains certain affirmative and negative covenants. The operational covenant includes a minimum unrestricted cash threshold of $29,466 (C$40,000) in order for the Company to make additional capital expenditures and investments. The Senior Facility is collateralized against all real and personal property owned, leased and operated by the Company in North America, and any and all other property of the Company now existing and acquired in North America after the closing date.

~~As of March 31, 2021, the Company was in compliance with all covenants set forth under the Senior Facility.~~

~~The following table sets forth the net carrying amount of the Senior Facility:~~

March 31, 2021

December 31, 2020

Senior Facility

$
51,161

$
50,498

Unamortized transaction costs

(1,614
)

(2,028
)
Net carrying amount

$
49,547

$
48,470

Less: current portion of Senior Facility

(49,547
)

—

Total noncurrent portion of Senior Facility

$
—

$
48,470

~~The following table sets forth total interest expense recognized related to the Senior Facility:~~

Three months ended March 31,

2021

2020

Contractual interest at Canadian prime plus 8.05%

$
1,325

$
480

Amortization of transaction costs

436

131

Total

$
1,761

$
611

APHA 24

	February 28, 2022			May 31, 2021
5.25% Contractual debenture	$	350,000		$	350,000
Debt settlement		(90,760	)		(90,760	)
Fair value adjustment		(29,295	)		140,204
Net carrying amount of APHA 24	$	229,945		$	399,444

Holders of the APHA 24 may convert all or any portion of their Notes, in multiples of $1 principal amount, at their option at any time between December 1, 2023 to the maturity date of June 1, 2024. The initial conversion rate for the APHA 24 will be 89.31162364 shares of common stock, par value $0.0001 per share, of Tilray Brands, Inc. per $1,000 principal amount of Notes, which will be settled in cash, common shares of Aphria or a combination thereof, at Tilray’s election. This is equivalent to an initial conversion price of approximately $11.20 per common share, subject to adjustments in certain events. In addition, holders of the APHA 24 may convert all or any portion of their Notes, in multiples of $1 principal amount, at their option at any time preceding December 1, 2023, if:

~~12.~~(a)

~~Registered Offering~~the last reported sales price of the common shares for at least 20 trading days during a period of 30 consecutive trading days immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day;

(b)

during the five-business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1 principal amount of the APHA 24 for each trading day of the measurement period is less than 98% of the product of the last reported sale price of the Company’s common shares and ~~Warrants~~the conversion rate on each such trading day;

(c)

the Company calls any or all of the APHA 24 for redemption or;

(d)

upon occurrence of a specified corporate event.

The Company ~~has outstanding warrants as described~~may not redeem the APHA 24 prior to June 6, 2022, except upon the occurrence of certain changes in tax laws. On or after June 6, 2022, the ~~Annual Financial Statements. Warrants outstanding~~Company may redeem for cash all or part of the Notes, at ~~March 31, 2021, and related activity for the three months ended March 31, 2021 is as follows (reflects the number of Class 2 common stock as~~its option, if the ~~warrants were converted to Class 2~~last reported sale price of the Company’s common ~~stock):~~

Description

Classification

Exercise
price

Expiration
date

Balance
December 31,
2020

Issued

Exercised

Balance
March 31,
2021

Warrants

Liability

$
5.95

March 17, 2025

19,000,000

—

12,791,000

6,209,000

Total

19,000,000

—

12,791,000

6,209,000

~~During~~shares has been at least 130% of the ~~quarter ended March 31, 2021 12,791,000 warrants were exercised by warrant holders resulting~~conversion price then in ~~cash proceeds to~~effect for at least 20 trading days during any 30 consecutive trading day period ending on and including trading day immediately preceding the date on which the Company provides notice of ~~$76,106.~~redemption. The redemption of the APHA 24 will be equal to 100% of the principal amount plus accrued and unpaid interest to, but excluding, the redemption date.

The Company estimated the fair value of the ~~Warrant liability~~APHA 24 convertible debenture at ~~March 31, 2021~~February 28, 2022 at $887 per convertible debenture using the ~~Monte Carlo pricing~~Black-Scholes model (Level 3) with the following weighted-average assumptions:

Risk-free interest rate

0.92
%
Expected volatility

100
%
Expected term

4.5 years

Expected dividend yield

0
%
Strike price

$
5.95

Fair value of common stock

$
22.73

Discount due to exercise restrictions

0
%

Risk-free interest rate		1.43	%
Expected volatility		70	%
Expected term	2.3 years
Expected dividend yield		0.0	%

Expected volatility is based on the historical volatility of the Company's common ~~stock since its initial public offering in 2018.~~stock.

TLRY 23

~~13.~~

~~Stockholders’ Equity~~

	February 28, 2022			May 31, 2021
5.00% Contractual debenture	$	277,856		$	277,856
Unamortized discount		(6,726	)		(9,676	)
Net carrying amount of TLRY 23	$	271,130		$	268,180

~~Common and preferred stock~~

~~The Company’s certificate of incorporation authorized~~Upon conversion, the Company ~~to issue~~will pay or deliver, as the following classes of shares with the following par value and voting rights as of March 31, 2021. The liquidation and dividend rights are identical among Class 1 common stock and Class 2 common stock, and all classes of common stock share equally in the Company’s earnings and losses.

Par Value

Authorized

Voting Rights
Class 1 common stock

$
0.0001

233,333,333

10 votes for each share
Class 2 common stock

$
0.0001

500,000,000

1 vote for each share
Preferred stock

$
0.0001

10,000,000

N/A

During the three months ended March 31, 2021, the Company issued 6,254,980 shares of Class 2 common stock for gross proceeds of $159,213 under its at-the-market equity offering program (2020 - $27,579). Transaction costs of $3,184 were recorded net against the allocated gross proceeds in additional paid-in-capital. As described in the Annual Financial Statements, the warrants’ anti-dilution price protection features allow, for the period the warrants are outstanding, the Company to only issue up to $20,000 in aggregate gross proceeds under the Company’s at-the-market offering program at prices less than the exercise price of the warrants, and in no event more than $6,000 per quarter, at prices below the exercise price of the warrants, without triggering the warrant’s anti-dilution price protection features.

~~The Company’s future ability to pay~~case may be, cash, ~~dividends on Class 2 common stock is limited by the terms of the Senior Facility and cannot be paid without the consent of the lender.~~

~~14.~~

~~Stock-based Compensation~~

~~Original Stock Option Plan~~

Certain employees of the Company participate in the equity-based compensation plan of Privateer Holdings, Inc. (the “Original Plan”) under the terms and valuation method detailed in our annual financial statements. For the three months ended March 31, 2021, the total stock-based compensation expense associated with the Original Plan was $57 (2020 – $162). As of March 31, 2021 the total remaining unrecognized stock-based compensation expense related to non-vested stock options under the Original Plan amounted to $193 which will be recognized over the weighted-average remaining requisite service period of approximately 0.6 years.

~~Stock option activity under the Original Plan is as follows:~~

Stock
options

Weighted-
average
exercise
price

Weighted-
average
remaining
contractual
term (years)

Aggregate
intrinsic value

Balance December 31, 2020

1,789,750

$
3.62

3.8

$
25,077

Exercised

(757,318
)

3.17

Forfeited

—

—

Cancelled

(80
)

4.72

Balance March 31, 2021

1,032,352

$
3.93

4.3

$
13,660

Vested and expected to vest, March 31, 2021

986,020

$
3.91

4.3

$
13,618

Vested and exercisable, March 31, 2021

945,951

$
3.72

4.2

$
13,200

NaN stock options were granted under the Original Plan during the three months ended March 31, 2021 and March 31, 2020. The total fair value of stock options vested as of March 31, 2021 was $61 (2020 – $169).

~~New Stock Option and Restricted Stock Unit Plan~~

~~The Company adopted the~~ ~~2018 Equity Incentive Plan (the “2018 EIP”)~~ ~~as amended and approved by stockholders in May 2018 under~~ ~~the terms and valuation methods detailed in the Annual Financial Statements~~. The number of shares of Class 2 common stock reserved for issuance under the 2018 EIP automatically increases on January 1 of each calendar year, for a period of not more than ten years, starting on January 1, 2019 and ending on and including January 1, 2027, in an amount equal to 4% of the total number of shares of our common stock ~~outstanding on December 31~~or a combination of cash and shares of the ~~prior calendar year, or a lesser number~~Company’s common stock, at the Company’s election (the “cash conversion option”). The initial conversion rate for the convertible notes is 5.9735 shares of common stock per one thousand dollar principal amount of notes, which is equivalent to an initial conversion price of approximately $167.41 per share of common stock, which represents approximately 1,659,737 shares ~~determined by our Board~~ of ~~Directors. The shares reserved include~~common stock, based on the $277,856 aggregate principal amount of convertible notes outstanding as of February 28, 2022. Throughout the term of the TLRY 23, the conversion rate may be adjusted upon the occurrence of certain events.

Prior to the close of business on the business day immediately preceding April 1, 2023, the TLRY 23 will be convertible only ~~the outstanding shares related to stock options and RSUs and excludes stock options outstanding~~ under the ~~Original Plan.~~ specified circumstances. On or after April 1, 2023 until the close of business on the business day immediately preceding the maturity date, September 30, 2023, holders may convert all or any portion of their TLRY 23, in multiples of $1 principal amount, at the option of the holder regardless of the aforementioned circumstances.

Note 12. Warrant liability

Warrants outstanding at February 28, 2022:

			Balance							Balance
	Classification	Exercise Price	May 31, 2021		Issued		Exercised/Expired			February 28, 2022
Expiration date – September 26, 2021	Equity	3.08		166,000		—		(166,000	)		—
Expiration date – January 30, 2022	Equity	9.08		5,828,651		—		(5,828,651	)		—
Expiration date – March 17, 2025	Liability	5.95		6,209,000		—		—			6,209,000
				12,203,651		—		(5,994,651	)		6,209,000

	February 28, 2022					February 28, 2021
				Weighted				Weighted
	Number of			average		Number of		average
	warrants			price		warrants		price
Outstanding, opening		12,203,651		$	7.41		5,994,651	$	8.91
Exercised during the period		0			0		0		0
Issued during the period		0			0		0		0
Cancelled during the period		0			0		0		0
Expired during the period		(5,994,651	)	$	8.91		0		0
Outstanding, ending		6,209,000		$	5.95		5,994,651	$	8.91

The ~~number~~Company estimated the fair value of ~~shares reserved for issuance under~~ the ~~2018 EIP is 23,375,665, effective~~Warrant liability at February 28, 2022 at $3.12 per warrant using the Black-Scholes pricing model (Level 3) with the following weighted-average assumptions:

Risk-free interest rate		1.59	%
Expected volatility		70	%
Expected term	3.6 years
Expected dividend yield		0.0	%
Strike price	$	5.95
Fair value of common stock	$	6.10

Note 13. Stock-based compensation

The Company operates stock-based compensation plans as ~~of January 1, 2021 (December 31, 2020 – 17,037,421).~~ disclosed in our Annual Report.For the three and nine months ended ~~March 31,~~February 28, 2022, the total stock-based compensation was $9,355 and $27,025 (February 28, 2021 - $3,075 and $11,414).

During the three and nine months ended February 28, 2022, the Company did 0t grant any further stock options or RSUs out of Aphria’s predecessor plan. The Company's total stock-based compensation expense ~~associated with the 2018 EIP was $7,084 (2020 – $7,515). As of March 31, 2021, the total~~ ~~remaining unrecognized stock-based compensation expense~~ ~~related to non-vested stock options and restricted stock units (“RSUs”) under the 2018 EIP amounted to $29,883 which will be~~ recognized ~~over the weighted average remaining requisite service period of approximately 1.63 years.~~

~~Stock option and RSU activity under the 2018 EIP are as follows:~~

~~Time-based stock option activity~~

Stock
options

Weighted-
average
exercise
price

Weighted-
average
remaining
contractual
term (years)

Aggregate
intrinsic value

Balance December 31, 2020

3,909,559

$
15.25

7.4

$
1,700,194

Granted

—

—

Exercised

(471,211
)

7.76

Forfeited

(33,291
)

8.46

Cancelled

(36,414
)

42.61

Balance March 31, 2021

3,368,643

$
16.02

7.2

$
43,421

Vested and expected to vest, March 31, 2021

3,360,695

$
15.87

7.2

$
43,213

Vested and exercisable, March 31, 2021

2,902,957

$
13.77

7.2

$
38,916

~~The weighted-average fair values of stock options granted during the three months ended March 31, 2021 was $0 per share (2020 – $0).~~ ~~The total fair value of stock options vested in 2021 was $2,547 (2020 – $25,426).~~

~~Time-based RSU activity~~

Time-based
RSUs

Weighted-average
grant-date
fair value
per share

Non-vested December 31, 2020

1,884,390

$
15.22

Granted

350,311

20.02

Vested

(289,388
)

15.59

Forfeited

(170,641
)

11.84

Non-vested March 31, 2021

1,774,672

$
16.33

~~During the three months ended March 31, 2021, 350,311 (2020 – 752,283) time-based RSUs were granted. During the three months ended March 31, 2021, 289,388 (2020 – 154,642) time-based RSUs vested.~~

~~Performance-based RSUs activity~~

Performance-based
RSUs

Weighted-average
grant-date
fair value
per share

Non-vested December 31, 2020

540,836

$
7.13

Vested

(341,543
)

7.18

Non-vested March 31, 2021

199,293

$
7.05

~~NaN~~ ~~performance-based RSUs were granted during the three months ended March 31, 2021 (2020 – NaN). During the three months ended March 31, 2021, 341,543 (2020 – 53,125) performance-based RSUs vested .~~

~~15.~~

~~Accumulated Other Comprehensive (Loss) Income (“AOCI”)~~

~~The component of AOCI, net of tax, was~~is as follows:

Foreign
Currency
Translation
Adjustments

Balance as at December 31, 2020

$
8,205

Other comprehensive loss:

Change in foreign currency translation

3,753

Balance as at March 31, 2021

$
11,958

~~16.~~

~~Commitments and Contingencies~~

~~Legal proceedings~~

In the normal course of business, the Company may become involved in legal disputes regarding various litigation matters. The Company records a loss contingency if the information available indicates that it is probable that a liability has been incurred at the date of the financial statements and the amount of loss can be reasonably estimated. As of March 31, 2021, in the opinion of management, no claims meet the criteria to record a loss contingency.

~~Lease commitments~~

~~The Company leases various facilities, under non-cancelable finance and operating leases, which expire at various dates through September 2027.~~

~~Maturities of lease liabilities:~~

Year ending December 31,

Operating Leases

Finance Leases

2021 (remaining nine months)

$
2,861

$
893

2022

3,498

6,165

2023

3,351

12,438

2024

2,758

—

2025

2,179

—

Thereafter

6,428

—

Total minimum lease payments

21,075

19,496

Less: amounts related to interest payments

3,260

3,902

Present value of minimum lease payments

17,815

15,594

Less: current accrued lease obligation

2,888

—

Obligations recognized

$
14,927

$
15,594

	For the three months ended February 28,				For the nine months ended February 28,
	2022		2021		2022		2021
Stock options	$	273	$	727	$	4,968	$	2,977
RSUs		9,082		2,348		22,057		8,437
Total	$	9,355	$	3,075	$	27,025	$	11,414

~~Purchase commitments~~Note 14. Accumulated other comprehensive income (loss)

Accumulated other comprehensive loss includes the following components:

	Foreign currency translation gain (loss)			Unrealized loss on convertible notes receivables			Unrealized loss on available-for-sale debt securities			Less non-controlling interests		Total
Balance May 31, 2021	$	156,417		$	(3,749	)	$	—		$	—	$	152,668
Other comprehensive loss		(100,772	)		(649	)		—			—		(101,421	)
Balance August 31, 2021	$	55,645		$	(4,398	)	$	—		$	—	$	51,247
Other comprehensive loss		(32,367	)		52			(16,357	)		7,020		(41,652	)
Balance November 30, 2021	$	23,278		$	(4,346	)	$	(16,357	)	$	7,020	$	9,595
Other comprehensive loss		18,498			(52	)		(39,244	)		12,213		(8,585	)
Balance February 28, 2022	$	41,776		$	(4,398	)	$	(55,601	)	$	19,233	$	1,010

Note 15. Non-controlling interests

The following ~~table~~tables summarize the information relating to the Company’s subsidiaries, Superhero LP, CC Pharma Nordic ApS, Aphria Diamond, and ColCanna S.A.S. before intercompany eliminations. During the three and nine months ended February 28, 2022, the Company made contributions to Superhero LP of $0 and $117,804 in the form of Tilray Class 2 common shares, the Company paid dividends of C$0 and C$70,000 (USD$56,630) to the stockholders of Aphria Diamond (“DDH note”), with the portion allocated to the non-controlling partner settled via issuance of Tilray Class 2 common shares. There were no other contributions or distributions during the period.

Summary of financial information of non-controlling interests as of February 28, 2022:

	Superhero LP		CC Pharma Nordic ApS			Aphria Diamond			ColCanna S.A.S.			February 28, 2022
Current assets	$	—	$	568		$	91,076		$	264		$	91,908
Non-current assets		122,765		155			155,589			144,733			423,242
Current liabilities		—		(700	)		(174,750	)		(6,758	)		(182,208	)
Non-current liabilities		—		(410	)		(14,739	)		(16	)		(15,165	)
Net assets	$	122,765	$	(387	)	$	57,176		$	138,223		$	317,777

Summary of financial information of non-controlling interests as of May 31, 2021:

	CC Pharma Nordic ApS			Aphria Diamond			ColCanna S.A.S.			May 31, 2021
Current assets	$	919		$	19,531		$	315		$	20,765
Non-current assets		103			153,696			146,587			300,386
Current liabilities		(956	)		(28,511	)		(62	)		(29,529	)
Non-current liabilities		(406	)		(69,332	)		(6,606	)		(76,344	)
Net assets	$	(340	)	$	75,384		$	140,234		$	215,278

Summary of financial information of non-controlling interests for the nine months ended February 28, 2022:

	Superhero LP			CC Pharma Nordic ApS			Aphria Diamond			ColCanna S.A.S.			February 28, 2022
Revenue	$	—		$	354		$	88,470		$	—		$	88,824
Total expenses		(7,568	)		431			47,841			(192	)		40,512
Net (loss) income		7,568			(77	)		40,629			192			48,312
Other comprehensive (loss) income		(55,601	)		30			(2,509	)		(2,203	)		(60,283	)
Net comprehensive income	$	(48,033	)	$	(47	)	$	38,120		$	(2,011	)	$	(11,971	)
Non-controlling interest %		32	%		25	%		49	%		10	%	NA
Net comprehensive (loss) income	$	(15,371	)	$	(12	)	$	18,679		$	(201	)	$	3,095

Summary of financial information of non-controlling interests for the nine months ended February 28, 2021:

	CC Pharma Nordic ApS			Aphria Diamond			ColCanna S.A.S.			February 28, 2021
Revenue	$	473		$	112,035		$	—		$	112,508
Total expenses		802			33,937			581			35,320
Net (loss) income		(329	)		78,098			(581	)		77,188
Other comprehensive (loss) income		—			—			—			—
Net comprehensive income	$	(329	)	$	78,098		$	(581	)	$	77,188
Non-controlling interest %		25	%		49	%		10	%	NA
Net comprehensive (loss) income	$	(82	)	$	38,266		$	(58	)	$	38,126

Note 16. Income Taxes

The determination of the Company’s overall effective tax rate requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. The effective tax rate reflects the income earned and taxed in various United States federal, state, and foreign jurisdictions. Tax law changes, increases and decreases in temporary and permanent differences between book and tax items, valuation allowances against the deferred tax assets, stock-based compensation, and the Company’s ~~future non-cancellable minimum purchase commitments~~change in income in each jurisdiction all affect the overall effective tax rate. It is the Company’s practice to recognize interest and penalties related to uncertain tax positions in income tax expense.

The Company reported income tax benefit of $(1,830) and $(2,739) for ~~inventory as~~the three and nine months ended February 28, 2022 and income tax expense of ~~March 31, 2021:~~$6,310 and income tax benefit of $(13,707) for the three and nine months ended February 28, 2021. The income tax expense (benefit) in the current period varies from the US statutory income tax rate and prior period primarily due to the geographical mix of earnings and losses with no tax benefit resulting from valuation allowances in certain jurisdictions.

Note 17. Commitments and contingencies

Purchase and other commitments

The Company has payments on long-term debt (refer to Note 10 Long-term debt), convertible notes (refer to Note 11 Convertible Debentures), material purchase commitments and construction commitments as follows:

	Total		2021 (remaining nine months)		2022		2023		2024		2025		Thereafter		Total		2023		2024		2025		2026		Thereafter
Purchase commitments	$	17,359	$	17,359	$	—	$	—	$	—	$	—	$	—
Long-term debt repayment															$	193,128	$	70,176	$	95,243	$	4,562	$	4,142	$	19,005
Convertible notes, principal and interest																589,716		27,503		299,570		262,643		—		—
Material purchase obligations																26,618		20,581		3,912		1,349		285		491
Construction commitments																1,221		1,221		—		—		—		—
Total	$	17,359	$	17,359	$	—	$	—	$	—	$	—	$	—	$	810,683	$	119,481	$	398,725	$	268,554	$	4,427	$	19,496

~~Due to the termination of a supply agreement, the Company removed $59,700 of purchase commitments from its commitments and contingencies as of March 31,~~ Effective November 10, 2021,.

In 2018, the Company signed an agreement with Rose Lifescience Inc. (“Rose”) for distribution and marketing of product in Quebec in exchange for a minimum fee of $384 per annum for an initial term of five years. In September 2020, the Company signed an amendment to this agreement under which the Company is no longer obligated to purchase product from Rose nor pay the minimum fee. The Company will pay Rose a compensation fee based on net revenue sold in Quebec for an estimated compensation fee of approximately $8,000 through 2023. As there is 0 firm commission fee commitment, it is excluded from the above schedule. Compensation fee expense is recorded as incurred.

~~In 2018,~~ the Company entered into a ~~Product~~termination and ~~Trademark License Agreement~~settlement agreement with ~~Docklight~~ABG Intermediate Holdings 2, LLC ~~a related party (refer~~(“ABG”) and certain of its affiliates.  Pursuant to ~~Note 20),~~this settlement agreement, the Company terminated $6,600 in remaining guaranteed royalty payments owed to ~~use certain intellectual property rights~~ABG in exchange for the payment of ~~royalty depending upon specified percentage~~$3,925 as a termination fee. The termination fee was comprised of ~~licensed product net sales,~~a $1,500 cash payment plus the issuance of 215,901 Class 2 common shares.

The following table presents the future undiscounted payment associated with ~~a minimum royalty~~lease liabilities as of ~~$493 per quarter. As the purchase commitment is an undeterminable variable amount, it is excluded from the above schedule.~~

~~Other commitments~~

~~The Company has payments on the convertible notes (refer to Note 10), the Senior Facility (refer to Note 11), ABG finance liability and Portugal construction purchase commitments as follows:~~February 28, 2022:

Total

2021
(remaining
nine months)

2022

2023

2024

2025

Thereafter

Convertible notes, principal
   and interest

$
319,535

$
13,893

$
13,893

$
291,749

$
—

$
—

$
—

Senior Facility, principal and
   interest

56,533

4,029

52,504

—

—

—

—

ABG finance liability

7,500

1,500

1,500

1,500

1,500

1,500

—

Portugal construction
   commitments

2,778

2,778

—

—

—

—

—

Total

$
386,346

$
22,200

$
67,897

$
293,249

$
1,500

$
1,500

$
—

	Operating
	leases
2023	$	4,771
2024		4,302
2025		3,588
2026		3,838
Thereafter		10,089
Total minimum lease payments	$	26,588
Imputed interest		(3,674	)
Obligations recognized	$	22,914

Legal proceedings

The Company is and may be a defendant in lawsuits from time to time in the normal course of business. While the results of litigation and claims cannot be predicted with certainty, the Company believes the reasonably possible losses of such matters, individually and in the aggregate, are not material. Additionally, the Company believes the probable final outcome of such matters will not have a material adverse effect on the Company’s consolidated results of operations, financial position, cash flows or liquidity.

~~17.~~

Note 18. Net revenue

~~Revenue from Contracts with Customers~~

The Company reports 2its net revenue in 4 reporting segments: cannabis, distribution, beverage alcohol and ~~hemp,~~wellness, in accordance with ASC 280 Segment Reporting. ~~The Company generates revenues from the cannabis and hemp segments through contracts with customers, each with a single performance obligation, being the sale of products. The Company determines that~~

Net revenue information disclosed in business segment information in Note 23 disaggregates revenue into categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

For certain long-term arrangements, the Company has performance obligations for goods it has not yet delivered. For these arrangements, the Company does not have a right to bill for the undelivered goods. The Company has determined that any unbilled consideration relates entirely to the value of undelivered goods. Accordingly, the Company has not recognized revenue, and has elected not to disclose amounts, related to these undelivered goods. As of March 31, 2021 and December 31, 2020, other than accounts receivable, net of allowance for doubtful debts, the Company has 0 contract balances in the balance sheets. is comprised of:

~~18.~~

~~General and Administrative Expenses~~

	For the three months ended February 28,						For the nine months ended February 28,
	2022			2021			2022			2021
Cannabis revenue	$	69,178		$	55,702		$	232,540		$	192,977
Cannabis excise taxes		(14,133	)		(13,981	)		(48,271	)		(45,288	)
Net cannabis revenue		55,045			41,721			184,269			147,689
Beverage alcohol revenue		20,473			12,358			51,500			13,112
Beverage alcohol excise taxes		(876	)		(416	)		(2,735	)		(460	)
Net beverage alcohol revenue		19,597			11,942			48,765			12,652
Distribution revenue		62,532			70,237			198,587			210,508
Wellness revenue		14,697			—			43,426			—
Total	$	151,871		$	123,900		$	475,047		$	370,849

Note 19. Cost of goods sold

Cost of goods sold is comprised of:

	For the three months ended February 28,				For the nine months ended February 28,
	2022		2021		2022		2021
Cannabis costs	$	37,042	$	25,373	$	122,492	$	80,780
Beverage alcohol costs		8,091		7,056		20,674		7,337
Distribution costs		57,566		61,015		178,093		182,048
Wellness costs		9,343		—		30,238		—
Total	$	112,042	$	93,444	$	351,497	$	270,165

Note 20. General and administrative expenses

General and administrative expenses are comprised ~~of the following items:~~of:

Three months ended March 31,

2021

2020

Other expenses

$
7,613

$
6,848

Salaries and benefits

7,013

7,296

Stock-based compensation expenses

6,493

7,138

Professional fees

3,577

4,521

Credit loss expenses

742

46

Loss on disposal of property and equipment

83

457

Travel expenses

66

963

Total

$
25,587

$
27,269

	For the three months ended February 28,					For the nine months ended February 28,
	2022			2021		2022			2021
Executive compensation	$	4,238		$	1,916	$	9,565		$	6,877
Office and general		4,012			3,446		21,755			12,285
Salaries and wages		14,076			8,888		37,536			27,052
Stock-based compensation		9,355			3,075		27,025			11,414
Insurance		4,835			3,155		14,461			9,265
Professional fees		3,601			2,679		9,669			8,785
Gain on sale of capital assets		(861	)		-		(631	)		-
Insurance proceeds		(4,032	)		-		(4,032	)		-
Travel and accommodation		1,102			654		2,876			1,906
Rent		2,119			678		3,177			1,152
Total	$	38,445		$	24,491	$	121,401		$	78,736

Note 21. Non-operating income (expense)

Non-operating income (expense) is comprised of:

	For the three months ended February 28,						For the nine months ended February 28,
	2022			2021			2022			2021
Change in fair value of convertible debenture	$	56,128		$	(213,538	)	$	151,851		$	(283,881	)
Change in fair value of warrant liability		21,089			—			58,802			—
Foreign exchange loss		(2,548	)		(3,884	)		(18,452	)		(23,586	)
Loss on long-term investments		(3,326	)		(2,733	)		(6,834	)		(4,252	)
Other non-operating (losses) gains, net		1,376			(185	)		962			5,371
Total	$	72,719		$	(220,340	)	$	186,329		$	(306,348	)

~~19.~~

~~Supplemental Cash Flow Information~~

Three months ended March 31,

2021

2020

Cash paid for income taxes

$
103

$
—

Cash paid for interest

912

704

Three months ended March 31,

2021

2020

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases

$
994

$
854

Operating cash flows from finance leases

264

142

Financing cash flows from finance leases

—

105

Non-cash additions to Right-of-use assets and lease liabilities

Operating leases

33

423

~~20.~~

~~Related Party Transactions~~

In the normal course of business, the Company enters into related party transactions with certain entities under common control and joint ventures as described in the Annual Financial Statements and detailed below.

~~Leafly Holdings, Inc. (“Leafly”)~~

The Company has a series of agreements with Leafly providing for, among other things, data licensing, advertising and marketing activities. During the three months ended March 31, 2021, 0 operational expenses was recorded within general and administrative expenses in the statements of net loss and comprehensive loss (2020 - $129).

~~Docklight LLC (“Docklight”)~~

The Company pays Docklight a royalty fee pursuant to a brand licensing agreement which provides the Company with exclusive rights in Canada for the use of certain adult-use brands. During the three months ended March 31, 2021, royalty fees of $493 were recorded within general and administrative expenses in the statements of net loss and comprehensive loss (2020 - $221). Refer to Note ~~16 for purchase commitments with Docklight.~~

~~Fluent and Cannfections~~

The Company has joint venture arrangements with a 50% ownership and voting interest in each Fluent and Cannfections. Refer to Note 4 for details over transactions with these entities for the three months ended March 31, 2021.

~~21.~~

~~Financial Instruments~~

~~Credit risk~~

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s cash and cash equivalents and accounts receivable.

The Company’s cash and cash equivalents are deposited in major financial institutions in Canada, Australia, Portugal, Germany and the United States. To date, the Company has not experienced any losses on its cash deposits. Accounts receivable are unsecured and the Company does not require collateral from its customers.

~~The Company is also exposed to credit risk from the potential default by any of its counterparties on its financial assets.~~

~~The Company evaluates the collectability of its accounts receivable and provides an allowance for credit losses as necessary (refer to Note 5).~~

Due to the uncertainties associated with COVID-19, the Company may be unable to accurately predict the creditworthiness of its counterparties and their ability to meet their obligations. This may result in unforeseen additional credit losses.

~~Foreign currency risk~~

The Company conducts its business in several countries and in a variety of currencies, the most significant of which are the Canadian dollar and the Euro. Consequently, the Company is exposed to foreign currency risk. A significant portion of the Company’s assets, liabilities, revenue, and expenses are denominated in Canadian dollars. A 10% change in the exchange rates for the Canadian dollar would affect the carrying value of net assets by approximately $47,220 as of March 31, 2021, with a corresponding impact to accumulated other comprehensive (loss) income. The Company is also exposed to risk related to changes in the value of the Euro due to its construction commitments in Portugal.

~~Interest rate risk~~

The Company’s exposure to changes in interest rates relates primarily to the Company’s outsanding debt. The Company is exposed to changes to the Canadian prime rate as the Senior Facility bears interest based on the Canadian prime rate plus 8.05%. The convertible notes bear interest at a fixed rate of 5% and are not publicly traded and is therefore are not affected by changes in the market interest rates. A 1% change in the Canadian prime rate would have an impact of $134 to the statements of net loss and comprehensive loss for the three months ended March 31, 2021.

~~Liquidity risk~~

The Company’s objective is to have sufficient liquidity to meet its liabilities when due. The Company monitors its cash balances and cash flows generated from operations to meet its requirements. As of March 31, 2021, the most significant financial liabilities are accounts payable, accrued expenses and other current liabilities, convertible notes and the Senior Facility.

~~Equity price risks~~

As of March 31, 2021, we held long-term equity investments at fair value and equity investments under the measurement alternative. These investment in equities were acquired as part of our strategic transactions. Accordingly, the changes in fair values of investment in equities measured at fair value or under the measurement alternative are recognized through other expense (income), net in the statements of net loss and comprehensive loss. Based on the fair value of investment in equities held as of March 31, 2021, a hypothetical decrease of 10% in the prices for these companies would reduce the fair values of the investments and result in unrealized loss recorded in other expense (income), net by $1,132. Similarly, based on the fair value of our warrant liability as of March 31, 2021, a hypothetical increase of 10% in the price for our common stock would increase the change in fair value of warrant liability by $12,290.

22.	Fair ~~Value Measurement~~value measurements

Financial instruments

The Company ~~complies with ASC 820, Fair Value Measurements, for~~ has classified its financial ~~assets~~instruments as described in Note 3 Significant accounting policies in our Annual Report.

The carrying values of accounts receivable, bank indebtedness and accounts payable and accrued liabilities ~~that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. In general,~~approximate their fair values ~~determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets~~due to their short periods to maturity.

At February 28, 2022 the Company’s long-term debt of $18,188 (May 31, 2021 - $20,358) is subject to fixed interest rates. The Company’s long-term debt is valued based on discounting the future cash outflows associated with the long-term debt. The discount rate is based on the incremental premium above market rates for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points forGovernment of Canada securities of similar duration. In each period thereafter, the ~~asset or liability, and includes situations where there~~incremental premium is ~~little, if any,~~held constant while the Government of Canada security is based on the then current market ~~activity for~~value to derive the ~~asset or liability.~~discount rate.

The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of ~~March~~February 28, 2022 and May 31, 2021 ~~and December 31, 2020~~ and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value:

	Quoted prices											Level 1		Level 2		Level 3		February 28, 2022
	in active
	markets for		Other			Significant
	identical		observable			unobservable
	assets		inputs			inputs
	(Level 1)		(Level 2)			(Level 3)			Total
March 31, 2021
Financial assets
Cash and cash equivalents												$	279,214	$	—	$	—	$	279,214
Convertible notes receivable													—		1,173		—		1,173
Equity investments measured at fair value	$	633	$	—		$	—		$	633			2,417		2,263		5,710		10,390
Debt securities classified under available-for-sale method													—		—		122,765		122,765
Financial liabilities
Warrant liability		—		—			(122,804	)		(122,804	)		—		—		19,366		19,366
Convertible Debt		—		(269,223	)		—			(269,223	)
Contingent consideration													—		—		31,592		31,592
APHA 24 Convertible debenture													—		—		229,945		229,945
Total recurring fair value measurements	$	633	$	(269,223	)	$	(122,804	)	$	(391,394	)	$	281,631	$	3,436	$	409,378	$	694,445

	Level 1		Level 2		Level 3		May 31, 2021
Financial assets
Cash and cash equivalents	$	488,466	—		—		$	488,466
Convertible notes receivable	—			2,485	—			2,485
Equity investments measured at fair value		9,251		2,934		5,500		17,685
Debt securities classified under available-for-sale method	—			—	—			—
Financial liabilities
Warrant liability	—		—			78,168		78,168
Contingent consideration	—		—			60,657		60,657
APHA 24 Convertible debenture	—		—			399,444		399,444
Total recurring fair value measurements	$	497,717	$	5,419	$	543,769	$	1,046,905

Quoted prices

in active

markets for

Other

Significant

identical

observable

unobservable

assets

inputs

inputs

(Level 1)

(Level 2)

(Level 3)

Total

December 31, 2020

Investments

Equity investments measured at fair value

$
477

$
—

$
—

$
477

Debt securities classified as available-for-sale

—

—

2,500

2,500

Warrant liability

—

—

(120,647
)

(120,647
)
Convertible Debt

—

(239,652
)

—

(239,652
)
Total recurring fair value measurements

$
477

$
(239,652
)

$
(118,147
)

$
(357,322
)

~~Items measured at fair value on a recurring basis~~

TheCompany’s financial assets and liabilities required to be measured on a recurring basis are its equity investments measured at fair value, ~~convertible~~ debt securities classified as available-for-sale, acquisition-related contingent consideration, and warrant liability.

~~Equity~~Convertible notes receivable, and equity investments are recorded at fair ~~value:~~value. The estimated fair value is determined using quoted market prices, broker or dealer quotations or discounted cash ~~flows. These~~flows and is classified as Level 2. Certain equity investments recorded at fair value have quoted prices in active markets for identical assets and are classified as Level 1.

~~Warrant liability:~~ Debt securities classified as available-for sale are recorded at fair value. The estimated fair value is determined using the Black-Scholes option pricing model and is classified as Level 3. The Company classified these securities as level 2 in the period of acquisition, when the valuation was determined to reflect the recent market transaction.

The warrants associated with the warrant liability are classified as Level 3 derivatives. Consequently, the estimated fair value of the warrant liability is determined using the ~~Monte Carlo~~Black-Scholes pricing ~~model (refer to Note 12).~~model. Until the warrants are exercised, expire, or other facts and circumstances lead the warrant liability to be reclassified to stockholders’ equity, the warrant liability (which relates to warrants to purchase shares of ~~Class 2~~ common stock) is marked-to-market each reporting period with the change in fair value recorded in change in fair value of warrant liability. Any significant adjustments to the unobservable inputs disclosed in the table below would have a direct impact on the fair value of the warrant liability.

The contingent consideration from the acquisition of SweetWater, first due in December 2023 and payable in cash, is determined by discounting future expected cash outflows at a discount rate of 5%, and probability of achievement of 50%. The unobservable inputs into the future expected cash outflows result in a fair value measurement classified as Level 3.

The APHA 24 Convertible ~~Debt: This instrument is held~~debentures are recorded at ~~amortized cost.~~fair value. The estimated fair value is determined using ~~quoted market prices near~~ the ~~reporting date~~Black-Scholes option pricing model and is classified as Level 2.3.

The ~~opening~~ balances of assets and liabilities categorized within Level 3 of the fair value hierarchy measured at fair value on a recurring basis are reconciled, ~~to the closing balances~~ as follows:

Debt securities
classified as
available-for-
sale

Warrant liability

Opening balance as at December 31, 2020

$
2,500

$
(120,647
)
Additions and settlements

Additions

—

—

Exercise

—

—

Settlements

(2,500
)

81,223

Interest expenses, net

—

—

Change in fair value

—

(83,380
)
Closing balance as at March 31, 2021

$
—

$
(122,804
)

Quantitative information about Level 3 fair value measurements

Fair value at March
31, 2021

Valuation technique

Unobservable input

Range (weighted
average)

Warrant liability

$
(122,804
)

Monte Carlo

Volatility

100%

Expected life

0.2 years to 4.5 years (2.1 years)

	APHA 24									Debt
	Convertible			Warrant			Contingent			Securities
	Debt			Liability			Consideration			AFS			Total
Balance, May 31, 2021		(399,444	)		(78,168	)		(60,657	)		—			(538,269	)
Additions		—			—			—			170,799			170,799
Disposals		—			—			—			—			—
Unrealized gain (loss) on fair value		169,499			58,802			29,065			(48,034	)		209,332
Balance, February 28, 2022	$	(229,945	)	$	(19,366	)	$	(31,592	)	$	122,765		$	(158,138	)

The unrealized gain (loss) on fair value for the convertible debenture, the warrant liability, contingent consideration, and debt securities classified under available-for-sale method is recognized in non-operating income (loss) using the following inputs:

Financial asset / financial liability	Valuation technique	Significant unobservable input	Inputs
APHA Convertible debentures	Black-Scholes	Volatility, expected life	70% 2.3 years
Warrant liability	Black-Scholes	Volatility, expected life	70% 3.6 years
Contingent consideration	Discounted cash flows	Discount rate, achievement	5% 50%
Debt securities classified under available-for-sale method	Black-Scholes	Interest rate, conversion	20% 0% to 60%

Items measured at fair value on a non-recurring basis

The Company's ~~prepayments~~ prepaids and other current assets, long lived assets, including property and equipment, goodwill and intangible assets are measured at fair value when there is an indicator of impairment and are recorded at fair value only when an impairment charge is recognized.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There have been no changes to the Company’s capital management approach in the period. The ~~estimated fair value of~~Company considers its cash and cash equivalents ~~accounts receivable, net, accounts payable, accrued expenses~~ and ~~other current liabilities and Senior Facility at March 31, 2021 (December 31, 2020 – the fair value of all aforementioned) approximate their carrying value.~~marketable securities as capital.

Note 23.

~~Business~~ Segment ~~Information~~reporting

The Company ~~has 2 operating segments based on major product categories:~~operates in 4 reporting segments. 1) cannabis operations, which encompasses the production, distribution and ~~hemp. These operating segments are also the Company’s reportable segments.~~

~~The cannabis segment cultivates, processes and distributes~~sale of both medical and adult-use cannabis, 2) beverage alcohol operations, which encompasses the production, marketing and sale of beverage alcohol products, ~~in a variety~~3) distribution operations, which encompasses the purchase and resale of ~~formats, as well as related accessories, on a global basis. The hemp segment processes~~pharmaceuticals products to customers, and ~~distributes a diverse portfolio of hemp-based natural and organic food and~~4) wellness products, ~~on a global basis.~~which encompasses hemp foods and cannabidiol (“CBD”) products. This structure is in line with how our Chief Operating Decision Maker (“CODM”) assesses our performance and allocates resources.

~~The results of each segment are regularly reviewed by the Company’s Chief Executive Officer, who is the Company’s chief operating decision maker, to assess the performance of the segment~~Operating segments have not been aggregated and make decisions regarding the allocation of resources. The Company’s chief operating decision maker uses revenue and gross profit as the measure of segment profit or loss. The accounting policies of each segment are the same as those set out under the summary of significant accounting policies in Note 1. There are 0 intersegment sales or transfers.

Three months ended March 31,

2021

2020

Revenue

Gross profit

Revenue

Gross profit

Cannabis

$
31,386

$
9,343

$
30,776

$
2,926

Hemp

$
16,635

$
4,160

$
21,326

$
7,944

Total

$
48,021

$
13,503

$
52,102

$
10,870

Nono asset information is provided for the segments because the Company’s ~~chief operating decision maker~~CODM does not ~~review this~~receive asset information by segment on a regular basis. While the Company reported “business under development” as a fifth segment in its previous Annual Report, management determined that this no longer met the definition of a reporting segment.

~~Total~~Segment net revenue ~~and~~from external customers:

	For the three months ended February 28,				For the nine months ended February 28,
	2022		2021		2022		2021
Cannabis business	$	55,045	$	41,721	$	184,269	$	147,689
Distribution business		62,532		70,237		198,587		210,508
Beverage alcohol business		19,597		11,942		48,765		12,652
Wellness business		14,697		—		43,426		—
Total	$	151,871	$	123,900	$	475,047	$	370,849

Segment gross profit ~~for the reportable segments is equal to the Company’s consolidated revenue and gross profit.~~from external customers:

Three months ended March 31,

2021

2020

Gross profit for the segments

$
13,503

$
10,870

General and administrative expenses

25,587

27,269

Sales and marketing expenses

9,739

18,326

Research and development expenses

1,202

1,347

Depreciation and amortization expenses

3,498

3,591

Impairment of assets

—

29,839

Loss from equity method investments

1,787

1,748

Litigation settlement

45,000

—

Foreign exchange (gain) loss, net

(699
)

28,069

Change in fair value of warrant liability

263,201

71,978

Interest expenses, net

6,916

9,146

Other expense (income), net

(1,516
)

4,651

Loss before income taxes

$
(341,212
)

$
(185,094
)

	For the three months ended February 28,				For the nine months ended February 28,
	2022		2021		2022		2021
Cannabis business	$	18,003	$	16,348	$	61,777	$	66,909
Distribution business		4,966		9,222		20,494		28,460
Beverage alcohol business		11,506		4,886		28,091		5,315
Wellness business		5,354		—		13,188		—
Total	$	39,829	$	30,456	$	123,550	$	100,684

~~Sources~~

Channels of Cannabis revenue were as follows:

Three months ended March 31,

2021

2020

Dried cannabis

$
21,086

$
19,696

Cannabis extracts

10,270

10,545

Hemp products

16,635

21,326

Accessories and other

30

535

Total

$
48,021

$
52,102

	For the three months ended February 28,						For the nine months ended February 28,
	2022			2021			2022			2021
Revenue from Canadian medical cannabis products	$	7,050		$	5,931		$	23,353		$	18,571
Revenue from Canadian adult-use cannabis products		43,504			48,097			162,632			163,220
Revenue from wholesale cannabis products		2,804			1,327			6,763			6,559
Revenue from international cannabis products		15,820			347			39,792			4,627
Less excise taxes		(14,133	)		(13,981	)		(48,271	)		(45,288	)
Total	$	55,045		$	41,721		$	184,269		$	147,689

~~Channels of revenue were as follows:~~Geographic net revenue:

Three months ended March 31,

2021

2020

Cannabis

Adult-use

$
19,440

$
20,919

Canada - medical

3,217

4,051

International - medical

8,600

5,806

Bulk

129

—

Total Cannabis revenue

$
31,386

$
30,776

Hemp

16,635

21,326

Total

$
48,021

$
52,102

	For the three months ended February 28,				For the nine months ended February 28,
	2022		2021		2022		2021
North America	$	73,234	$	54,190	$	236,220	$	159,857
EMEA		74,671		68,701		225,596		207,492
Rest of World		3,966		1,009		13,231		3,500
Total	$	151,871	$	123,900	$	475,047	$	370,849

~~Revenue attributed to geographic region based on the location of the customer was as follows:~~

Three months ended March 31,

2021

2020

Canada

$
27,195

$
29,488

United States

11,043

16,530

Other countries

9,783

6,084

Total

$
48,021

$
52,102

~~Revenue includes excise duties of $4,646 for the three months ended March 31, 2021 (2020: $4,972).~~

~~Long-lived assets consisting of property and equipment, net of accumulated depreciation, attributed to geographic regions based on their physical location were as follows:~~Geographic capital assets:

March 31, 2021

December 31, 2020

Canada

$
122,182

$
122,328

Portugal

69,704

71,988

United States

5,830

5,182

Other countries

55

61

Total

$
197,771

$
199,559

	February 28, 2022		May 31, 2021
North America	$	472,096	$	504,575
EMEA		127,482		140,838
Rest of World		3,894		5,285
Total	$	603,472	$	650,698

Major customers

~~One customer, in the Cannabis segment, accounted~~ are defined as customers that each individually account for 20% of revenue for the three months ended March 31, 2021. One customer, in the Hemp segment, accounted for 11% of revenue for the three months ended March 31, 2021. Two customers, in the Cannabis segment, accounted for 16% and 13% of revenue, respectively, for the three months ended March 31, 2020. One customer, in the Hemp segment, accounted for 26% of revenue for the three months ended March 31, 2020.

~~Two customers accounted for 18% and 11%, respectively,~~greater than 10% of the Company’s ~~accounts receivable balance as~~annual revenues. For the three and nine months ended February 28, 2022 and 2021, there were 0 major customers representing greater than 10% of ~~March 31, 2021. Three customers accounted for 17%, 16% and 11%, respectively, of the Company’s accounts receivable balance as of December 31, 2020.~~our annual revenues.

Note 24.

Subsequent Events

~~A cannabinoid supplier (“supplier”~~On March 3, 2022, we entered into a sales agreement (the “Sales Agreement”) with Jefferies LLC and Canaccord Genuity LLC (each, an “Agent” and together, the “Agents”), pursuant to ~~Tilray,~~which we may offer and Tilray had been engaged in binding arbitration, which commenced in March 2020 and related to a supply agreement dispute between the parties. On April 29, 2021, the parties mutually agreed to settle this matter. Pursuant to a settlement agreement and release, Tilray (i) paid $20,000 in cash and $5,000 insell shares of Tilray’s Class 2 ~~Common Stock~~common stock, par value $0.0001 per share, having an aggregate offering price of up to $400 million from time to time through an at the ~~supplier~~market equity offering program under which the Agents act as sales agent (the “ATM Program”). Under the Sales Agreement, the Agents may sell shares by methods deemed to be an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, including but not limited to sales made directly on ~~April 29, 2021, and (ii) agreed to pay either $15,000 in~~or through the Nasdaq Global Select Market or on any other existing trading market for Tilray’s Class 2 Common Stock or $20,000 in cash, depending on certain circumstances, to the supplier within nine months of the settlement date, in each case subject to certain upward adjustments based on the trading price and resale registration status of the Class 2 Common Stock. The parties also agreed to, among other things, withdraw

~~from the arbitration proceeding and to release the other party from any and all claims arising out of or relating to the arbitration or the supply agreement.~~ ~~As of March 31, 2021, t~~he Company recorded the litigation settlement expense in its statement of net loss and comprehensive loss to reflect the outcome of this settlement. The litigation liability is payable in a combination of cash and shares of the Company’s class 2 common stock. ~~The initial payments~~Each Agent will be entitled to a commission of up to three percent (3.0%) of the gross proceeds of each sale of Tilray’s Class 2 common stock made on through or to such Agent from time to time under the Sales Agreement.

As of April ~~29, 2021 are reflected~~6, 2022, we sold an aggregate of 16,941,537 shares of Tilray’s Class 2 common stock under the Sales Agreement, resulting in ~~accounts payable~~aggregate net proceeds to us of approximately $88 million, and gross proceeds of approximately $90 million, and paid to the Agents commissions and fees of approximately $2 million, and other expenses of $0.3 million. As of April 6, 2022, the remaining ~~future payment~~availability under the Sales Agreement is ~~reflected in accrued expenses. The Company also removed $59,700~~approximately $310 million. As a result of ~~purchase commitments (refer~~the sale of shares from the ATM Program, the exercise price on the outstanding warrants have been adjusted from $5.95 to ~~Note 16) from its commitments and contingencies as of March 31, 2021.~~$4.91.

On ~~April 25, 2021,~~March 15, 2022, the Company ~~notified~~entered into a sale agreement for the disposition of its ~~senior secure credit~~Nanaimo, Canada, facility ~~lender that it intends~~for a purchase price equal to ~~(i) terminate the commitments under the Senior Facility,~~CAD $18.25 million, with a targeted closing date in June 2022 subject to customary terms and ~~(ii) repay all outstanding loans and other obligations under the Senior Facility.~~ On May 4, 2021, the Company repaid in full all outstanding indebtedness under its Senior Facility agreement. The Senior Facility and related security interests were terminated in conjunction with the repayment in fullsatisfactory of ~~$52,069 (C$64,000) of principal, as well as accrued and unpaid interest and fees of $494 (C$610), plus a prior notice prepayment fee of $1,070 (C$1,320)~~.

~~As disclosed previously, on April 30, 2021 the Arrangement with Aphria was completed (refer to Note 1 for additional information regarding the Arrangement) and we paid the~~ ~~financial advisor transaction fee of $9,200~~.closing conditions.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

~~You~~This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read ~~the following discussion and analysis of our financial condition and results of operations together~~in conjunction with the ~~unaudited financial information~~Consolidated Financial Statements and the ~~notes~~related Notes thereto ~~included elsewhere~~for the period ended February 28, 2022 contained in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended ~~December~~May 31, ~~2020 (“Annual Report”)~~2021. ~~Some of the information contained~~Forward looking statements in this ~~discussion and analysis or set forth elsewhere~~Form 10-Q are qualified by the cautionary statement included in this ~~Quarterly Report on~~ Form 10-Q ~~including information with respect to our plans and strategy for our business and related financing, includes “forward-looking statements” within~~under the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or “forward-looking information” within the meaning of Canadian securities laws. These statements are often identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “will,” “would” or the negative or plural of these words or similar expressions or variations. Such forward-looking statements and forward-looking information are subject to a number of risks, uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by the forward-looking statements or forward-looking information. Factors that could cause or contribute to such differences include, but are not limited to, those identified in this Quarterly Report on Form 10-Q and those discussedsub-heading “Cautionary Note Regarding Forward-Looking Statements” in the ~~section titled “Risk Factors” set forth in Part II, Item 1A~~introduction of this ~~Quarterly Report on~~ Form ~~10-Q~~10-Q.

Company Overview

We are a leading global cannabis-lifestyle and consumer packaged goods company headquartered in ~~our other SEC and Canadian public filings. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on~~Leamington, Ontario, with the ~~relevant subject. These statements are based on information available to us as of~~largest global geographic footprint in the date of this Quarterly Report on Form 10-Q and while we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements. You should not rely upon forward-looking statements or forward-looking information as predictions of future events. Furthermore, such forward-looking statements or forward-looking information speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements or forward-looking information to reflect events or circumstances after the date of such statements.

~~Amounts are presented~~industry; including operations in thousands of United States dollars, except for shares, warrants, per share amounts and per warrant amounts or as otherwise noted. The Canadian dollar (“C$”) equivalents presented are derived using the average exchange rate during the reporting period. Amounts are individually converted by multiplyingCanada, the United States, ~~dollar~~Europe, Australia, New Zealand and Latin America that is changing people’s lives for the better – one person at a time – by inspiring and empowering the worldwide community to live their very best life by providing them with products that meet the needs of their mind, body, and soul and invoke a sense of wellbeing. Tilray’s mission is to be the trusted partner for its patients and consumers by providing them with a cultivated experience and health and wellbeing through high-quality, differentiated brands and innovative products.

In the pursuit of our strategic vision and mission, we continue to leverage our scale, expertise and capabilities to drive brand awareness and market share in Canada, Europe, the United States and the rest of world, achieve industry-leading, profitable growth and build sustainable, long-term stockholder value. In order to ensure the long-term sustainable growth of our Company, we continue to focus on developing strong capabilities, including in consumer and patient insights, drive category management leadership and assess growth opportunities with the introduction of innovative new products and the entry into new markets. In addition, we are relentlessly focused on managing our cost of goods and expenses in order to maintain our strong financial position and expand our profit margins.

On April 30, 2021, upon consummation of the arrangement with Aphria Inc. (“Aphria”) pursuant to a plan of arrangement under the Business Corporations Act (Ontario) (the “Arrangement”), Aphria stockholders and Tilray stockholders owned approximately 61.2% and 38.8%, respectively, of the post-closing outstanding Tilray common stock resulting in the reverse acquisition of Tilray, whereby Tilray is the legal acquirer and Aphria is the acquirer for accounting purposes. Accordingly, as reported in our Annual Report and in this Form 10-Q, the assets and liabilities of Aphria are presented at their historical carrying values and the assets and liabilities of Tilray are recognized on the effective date of the business combination transaction and measured at fair value. The operating results for the comparable period, the three and nine months ended February 28, 2021, are of those of Aphria. Accordingly, comparisons between the Company's results for the three and nine months ended February 28, 2022 and prior periods may not be meaningful. In conjunction with the reverse acquisition, the Company elected to adopt Aphria’s fiscal year of June 1 to May 31.

Prior to the completion of the Arrangement, our condensed consolidated financial statements were presented under International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board and in Canadian ~~dollar rate to determine the Canadian dollar amount.~~Dollars (C$). All prior periods have been recast and are shown in this Form 10-Q under GAAP and in United States Dollars ($).

~~Overview~~Trends and Other Factors Affecting Our Business

Market Dynamics.

Our ~~vision is to build the world’s most trusted and valuable~~ cannabis and hemp company. We are pioneering the future of medical, wellness and adult-use cannabis and hemp research, cultivation, processing and distribution, globally. We are one of the leading suppliers of adult-use cannabisbusiness reporting segment operates in ~~Canada, medicinal cannabis in Germany, and a leading supplier of hemp products in North America.~~

We have supplied high-quality medical cannabis products to tens of thousands of patients in eighteen countries spanning five continents through our subsidiaries in Australia, Canada, Germany, Latin America and Portugal, and through agreements with established pharmaceutical distributors. We cultivate medical and adult-use cannabis in Canada and medical cannabis in Portugal. We only operate in countries where cannabis or hemp-derived cannabinoids are legal, and are permitted under all applicable federal, state, provincial and local laws.

~~We are witnessing a global paradigm shift regarding regulatory and consumer sentiment about cannabis and hemp. This shift is transforming a multibillion-dollar~~an industry ~~from a state of prohibition to one of legalization. Medical cannabis is now authorized at the national or federal level in forty-two countries. The legal market for medical cannabis~~that is still in its early stages of development. In Canada, the industry celebrated its third year of adult-use legalization in October 2021. As the industry continues to mature, there are a number of new entrants into the industry, which has led to increased competition. This competitive environment in the Canadian cannabis industry subjects us to the risk of loss of market share, price discounting by competitors, and ~~we believe~~to the challenge of acquiring new customers amidst the evolving market changes. The number of licenses granted, and the number of ~~countries with legalized regimes will continue~~licensed producers ultimately authorized by Health Canada could have an adverse impact on our ability to ~~increase over time. As this transformation occurs, we believe trusted global brands with multinational supply chains will become~~compete for market ~~leaders by earning the confidence of patients, doctors, governments, and adult consumers around the world.~~

~~We are a leader~~share in the Canadian adult-use market. We have agreements to supply certain provinces and territories with our adult-use products for sale through their established retail distribution systems. Adult-use legalization occurred in Canada on October 17, 2018. On October 17, 2019, the Canadian adult-use regulations were amended to permit the sale of new classes of cannabis products including edibles, beverages and vape products.

Canada. During the three months ended ~~March 31, 2021,~~February 28, 2022, we ~~issued 6,254,980 shares of Class 2 common stock~~maintained our market leadership within Canada but experienced a decline in market share percent to 10.2% from the 12.8% market share we maintained for ~~gross proceeds of approximately $159.2 million under our at-the-market equity offering program.~~

~~During~~ the three months ended ~~March 31, 2021, we issued 12,791,000 shares of Class 2 common stock related~~November 30, 2021. Prior to the ~~exercise~~end of ~~outstanding warrants~~our fiscal second quarter, the Company was primarily focused on margin maintenance in Canada. With the current market dynamics and the Company’s cost advantages, the Company adjusted its focus to be more price competitive in the value, mainstream and premium plus market categories, particularly, in vape and pre-rolled products. Our price adjustments in the vape and pre-rolled markets proved successful, with the Company increasing its market share in both categories in the current quarter, as measured by HiFyre data.

The cannabis industry in Europe is also in its early stages of development whereby countries within Europe are at different stages of legalization of medical and adult-use cannabis as some countries have expressed a clear political ambition to broadly legalize adult-use cannabis (Germany, Portugal, Luxembourg and Malta), some are engaging in an experiment for ~~gross proceeds~~adult-use (Netherlands, Switzerland) and some are debating regulations for cannabinoid-based medicine (France, Spain, Italy, and the United Kingdom). In Europe, we believe that, despite continuing COVID-19 pressure, and the Russian conflict with Ukraine cannabis legalization (both medicinal and adult-use) will continue to gain traction, especially following actions of ~~approximately $76.1 million.~~the Maltese and German governments. We also continue to believe that Tilray remains uniquely positioned to win in these markets with its infrastructure being the only company with EU-GMP cultivation facilities in two countries within Europe, our distribution network and our demonstrated commitment to the availability, quality and safety of our products. Today, Germany remains the largest medical cannabis market in Europe.

~~On April 30,~~The following is a summary of the state of cannabis legalization within Europe:

Germany. The new coalition government led by chancellor Olaf Schulz declared its intention to legalize adult-use cannabis use, which aims to regulate the sale of adult-use cannabis. To date, Tilray remains the sole producer among the three selected to distribute domestically grown cannabis for the BfArM through its state-of-the-art first operating medical cannabis center in Neuemunster.

Malta. In December 2021, ~~we completed~~Malta now allows its citizens to grow up to six plants at home, possess up to seven grams for personal use, establish a dedicated government authority, and allows the creation of social cannabis clubs. Although commercial sales are still forbidden, such achievement marks an ~~arrangement pursuant~~important cornerstone for the cannabis industry in Europe.

Luxemburg. The government stated intentions to ~~an Arrangement Agreement dated as~~legalize adult-use cannabis in October 2021, thereby allowing cultivation, possession, and sale of ~~December 15, 2020 (as amended,~~seeds. However, legislation delays are due to the ~~“Arrangement Agreement”) with Aphria Inc. (“Aphria”), pursuant to~~COVID-19 pandemic. The Luxemburg government has refined its draft bill, which we believe will be enacted in calendar year 2022.

Italy. Cannabis activists successfully set up a referendum to decriminalize domestic cannabis cultivation and remove penalties for cannabis possession. Although blocked by the constitutional court on other grounds, we are witnessing strong evolutions in the ways the Italian Government and administration are planning to facilitate patient access to medical cannabis. We project the market opening towards more exhaustive supply sources for flowers and extracts.

Switzerland. In October 2021, Switzerland announced its intention to legalize cannabis by allowing production, cultivation, trade, and consumption. In the meantime, a three-year pilot project will commence in the Fall 2022 to conduct scientific studies on the cannabis market and its impact on Swiss society.

Spain. A subcommittee on medical cannabis was recently created in Spanish Congress' Health Committee. Hearings started in early March 2022, with a series of national and EU experts attending. A report with recommendations for a regulation on MC in Spain is expected by the end of June 2022, which will likely lead the way for a government-sponsored bill on medical cannabis.

France. France launched a two-year pilot experiment to supply approximately 3,000 patients with medical cannabis. To date, approximately 1,500 patients are enrolled in the experiment.

United Kingdom. Medical cannabis is legal in the United Kingdom, however, there is a need to maximize both clinical research and patient benefit in a safe, cautious and ethical manner so that those patients for whom medical cannabis is shown to be effective can access it. Currently, a new piece of legislation is in discussion, which aims to improve access to cannabinoid-based medicine through two measures: (1) expanding the ability to prescribe these products to General Practitioners (GPs) who are registered with the General Medical Council and (2) establishing a commission for the assessment of cannabinoid-based medicinal products. The bill is sitting for the session of May 6 at the House of Commons. The department of health and social care announced that trials of medical cannabis in the UK will begin “as soon as possible.” The Government's National Institute for Health Research oversees the studies, which will study the effects of medical cannabis on epilepsy.

Acquisitions and synergies.

We have grown, and strive to continue to expand our business, through a combination of organic growth and acquisition. While we continue to execute against our strategic initiatives that we believe will result the in long-term, sustainable growth and value to our stockholders, we continue to evaluate potential acquisitions and other strategic transactions of businesses that we believe complement our existing portfolio, infrastructure and capabilities or provide us with the opportunity to enter attractive new geographic markets and product categories. As a result, we incur transaction costs in connection with identifying and completing acquisitions and strategic transactions, as well as ongoing integration costs as we combine acquired ~~all~~companies and continue to achieve synergies. For the nine months ended February 28, 2022, we incurred $42.9 million of transaction costs.

In connection with the Arrangement, we committed to achieving at least $80 million of synergies in connection with the integration of Tilray and Aphria and developed a robust plan and timeline to achieve such synergies. In executing our integration plan, we evaluated and optimized the organizational structure, evaluated and retained the talent and capabilities we identified as necessary to achieve our longer-term growth plan and vision, reviewed contracts and arrangements, and analyzed our supply chain and our strategic partnerships. During the nine months ended February 28, 2022, we have executed on a series of synergistic actions, which included:

•

We entered into a termination and settlement agreement with ABG Intermediate Holdings 2, LLC (“ABG”) and certain of its affiliates whereby we terminated the license to use certain trademarks and the obligation to pay associated royalties. Pursuant to this settlement agreement, we terminated $6.6 million in remaining guaranteed royalty payments owed to ABG in exchange for the payment of a $3.9 million termination fee.

•

We continued efforts to close down the legacy-Tilray Canadian facilities in Nanaimo and Enniskillen and integrate their forecasted demand into our Leamington facilities, thereby aligning our cost structure across our brands and products in Canada. On December 24, 2021, the Company agreed to extend the lease term of the Enniskillen facility to September 30, 2022, pursuant to a lease amendment that is intended to provide the Company with additional time to facilitate a disposition of the facility. On March 15, 2022, the Company entered into a sale agreement for the Nanaimo, Canada, facility for CAD $18.25 million with an expected closing date in June 2022 as outlined in Note 24.

•

We rightsized our real-estate portfolio to match our changing business needs through our site rationalizations and through the reduction of our commercial office space. Specifically, we reduced our redundant commercial office space by terminating a Toronto office lease, repudiating our Minneapolis lease and sub-leasing a portion of our Seattle office lease. Additionally, we sold two vacant land properties adjacent to our Nanaimo, Canada, facility with the first closing completed in this fiscal quarter for a purchase price of $3.7 million and the second property expected to close in May 2022 for a purchase price of CAD $1.9 million.

Due to the Company’s decisive and impactful actions in connection with the integration of Tilray and Aphria, we are on track to achieve the identified $80 million of cost synergies 5 months earlier than previously projected. As of the ~~issued~~date of this filing, we achieved $76 million in cost-savings on a run-rate basis and ~~outstanding common shares~~$42 million in actual cash-savings. Additionally, we have identified an additional $20 million of ~~Aphria pursuant~~synergies, bringing the total identified synergies to $100 million, which we expect to achieve by the end of our fiscal year ended May 31, 2023 to drive further stockholder value.

During the nine months ended February 28, 2022, we also executed on other strategic transactions, as follows:

•

The acquisition of Breckenridge Distillery, a leading distilled spirits brand located in Breckenridge, Colorado, widely known for its award-winning bourbon whiskey collection and innovative craft spirits portfolio. Breckenridge Distillery joins SweetWater Brewing Company as the cornerstones of Tilray’s beverage alcohol segment and further diversifies the company’s net revenue mix. In addition to acquiring a strong brand and accretive business, this strategic acquisition delivers additional scale in the beverage alcohol category and further positions Tilray with additional infrastructure and a larger footprint in the U.S. market upon federal cannabis legalization. When federally permissible, Tilray believes the acquisition of Breckenridge Distillery will enable us to commercialize new and innovative products through the development of non-alcoholic distilled spirits, including bourbon whisky, that is infused with cannabis.

•

The purchase of the previously leased SweetWater Brewing facility and taproom located in Atlanta, Georgia, which provides SweetWater with ownership of its state-of-the-art brewing facilityand integrated restaurant and live music venue.

•

Building upon SweetWaters’s strategic plan to expand into all 50 states within the U.S., we acquired the Alpine and Green Flash brands, two iconic West Coast craft beer brands that boast award-winning brews. This strategic acquisition was completed shortly after SweetWater announced plans to move into a 32,450-square-foot production facility in Fort Collins, Co that it recently acquired, which also includes a 10,000-square-foot taproom. We believe that these initiatives, coupled with SweetWater’s new taproom inside Denver International Airport, will provide a launch pad for SweetWater to further distribute to the West Coast.

Lastly, on March 3, 2022, Tilray announced a ~~plan of arrangement (the “Plan of Arrangement”) under the Business Corporations Act (the “Arrangement”~~proposed agreement for a potential strategic alliance with HEXO Corp. (“HEXO”). ~~Each outstanding common share~~Through this potential alliance, both companies would be expected to realize commercial benefits with production efficiencies and support services. The Company would also acquire up to $211 million of ~~Aphria outstanding immediately prior~~senior secured convertible notes (“Notes”) that were issued by HEXO and are currently held by funds affiliated with HT Investments MA LLC. The Notes would be amended to permit the ~~effective time~~Company to exercise conversion rights and potentially acquire a significant equity ownership position in HEXO. In connection with the proposed agreement, the Company would agree to amend and restate the indenture governing the Notes, to among other things, (i) extend the maturity date by three years, to May 1, 2026; (ii) provide for the revised interest amounts; and (iii) amend or eliminate certain affirmative and negative covenants. The Notes will also provide the Company with subscription rights and top-up rights in respect of all future

equity and debt issuances by HEXO following closing. The proposed transaction is subject to satisfactory completion of due diligence, negotiation of definitive agreements and satisfaction of a number of conditions precedent to closing.

The Coronavirus ("COVID-19") Pandemic, Its Impact on Us

We continuously address the effects of the ~~Arrangement was transferred~~COVID-19 pandemic, a discussion of which is available in sections entitled "Risk Factors" in Item 1A of Part I and “The Coronavirus ("COVID-19") Pandemic, Its Impact on Us” in Item 7 of our Annual Report on Form 10-K for the fiscal year ended May 31, 2021.

During the three and nine months ended February 28, 2022, our business operations experienced the following as result of the COVID-19 pandemic:

Our Canadian adult-use cannabis business continued to ~~Tilray in exchange for 0.8381 of a share of Tilray Class 2 common stock. As of March 31, 2021, the~~

~~Arrangement had not yet been completed and as such, this Management’s Discussion and Analysis does not reflect~~experience the effect of the ~~Arrangement.~~

~~COVID-19~~

~~The~~changes in consumer demand that were established during the onset of COVID-19 pandemic and ~~various government steps~~periods of lockdown. As we previously reported, consumers shifted their demand behavior to ~~reduce~~purchasing elections based primarily on pricing. This consumer model of purchasing eroded the ~~spread~~sales of ~~COVID-19 have had and~~our higher quality, higher priced brands resulting in our market share reduction during the period. Our Canadian medical cannabis business experienced a slight uptick in patient demand. In our international cannabis business, we continue to ~~have a significant impact on~~see access to physician practices remains limited due to protective measures in place throughout Germany, slowing down the ~~way people live, work and interact and have significantly impacted and will likely continue to impact economic activity around~~adoption of medical cannabis as an innovative treatment option. Our distribution business experienced slight improvement in the ~~world.~~

~~During~~global supply chain disrupted by the COVID-19 pandemic ~~many~~resulting in a modest increase in net revenue in its base currency but due to the impact of change in the ~~markets~~exchange rate between the US dollar and the Euro, the Company recognized a decrease in ~~which we produce~~sales from the prior year’s comparable period. Our beer and ~~sell our products have experienced unprecedented “lockdowns” or “stay at home” orders, and other government mandated restrictions to try and reduce the spread of COVID-19. The situation~~alcohol business continues to ~~be uncertain~~see a decline in on-premise business primarily as the on-premise industry dealt with a lack of staffing and varies by market as infection rates of COVID-19 remain high in many regions throughout the world including Canada, Portugal, and Germany where we either have production facilities, sales efforts, or both. Because our products have been deemed essential products, we have been ablea change demand pattern related to ~~continue operating our business.~~after work alcohol consumption. The health, safety and well-being of our employees has been and remains our first priority. Many of our employees continue to work from home. In those instances where our employees cannot perform their work at home, such as in our production facilities, we have implemented additional health and safety measures and social distancing protocols, consistent with government recommendations and requirements, to help to ensure their safety.

~~During the comparable quarter in 2020, and as a result~~continued impact of the COVID-19 pandemic ~~we saw an increase~~has hampered revenue growth in ~~demand for~~ our ~~cannabis products driven by~~main consumer ~~pantry-loading and increased consumption~~facing markets. Within the hemp food segment of our ~~products due~~business, we continue to ~~concerns about future availability of products~~navigate the changes with growth in ecommerce and ~~or concerns about whether retail locations that sell our products would remain open. During~~“click + pickup” channels offsetting declines in traditional retailer channels as consumer shopping behaviors shift.

Our business and operating results for the ~~quarter~~three and nine months ended March 31, 2021 some of our key markets, including Canada and Germany, experienced severe restrictions on patients and consumers and the retail locations at which patients and consumers purchase our products. As a result of these restrictions we believe demand for our products was subdued during the period. DespiteFebruary 28, 2022 continue to be impacted by the COVID-19 pandemic, ~~we have been able to keep up with fluctuating patient~~including Delta and ~~consumer demand for our products and have continued to introduce new products in the market.~~

Omicron variants. The COVID-19 pandemic remains highly volatile, and the ~~various government steps to reduce~~responses of local governments based on numbers of new cases, disease severity, risk of reinfection, and vaccine performance continue are unpredictable. We cannot accurately predict the ~~spread have impacted and may~~duration or extent of the impact of the COVID-19 virus. We will continue to ~~impact~~assess our ~~patients’~~operations and ~~consumers’ ability~~will continue to ~~access and purchase our products. These steps may also inhibit our ability to produce products at our various facilities. While we believe consumer demand for our products remains strong, due to~~consider the ~~uncertainties surrounding~~guidance of local governments throughout the ~~COVID-19 and its~~world. If economic conditions caused by the pandemic do not recover as currently estimated by management or market factors currently in place change, there could be a further impact on our ~~patients’~~results of operations, financial condition and ~~consumers’ ability to access and purchase our products,~~cash flows from operations.

Results of Operations

Our consolidated results, in thousands except for per share data, are as well the uncertainties about whether we will be able to continue operations at our productions facilities, there remains commensurate uncertainty about the overall impact the pandemic may have on our business in the future. We generally expect COVID-19 to continue to impact patient and consumer behavior and access to products and present uncertainty in the markets in which we do business. Despite the uncertainty presented by COVID-19 ~~our current forecasts show our cash balances will be sufficient to satisfy our working capital needs, debt payments, and general liquidity requirements.~~follows:

	For the three months ended February 28,						Change			% Change			For the nine months ended February 28,						Change			% Change
(in thousands of U.S. dollars)	2022			2021			2022 vs. 2021						2022			2021			2022 vs. 2021
Net revenue	$	151,871		$	123,900		$	27,971			23	%	$	475,047		$	370,849		$	104,198			28	%
Cost of goods sold		112,042			93,444			18,598			20	%		351,497			270,165			81,332			30	%
Gross profit		39,829			30,456			9,373			31	%		123,550			100,684			22,866			23	%
Operating expenses:
General and administrative		38,445			24,491			13,954			57	%		121,401			78,736			42,665			54	%
Selling		8,641			6,155			2,486			40	%		25,283			18,051			7,232			40	%
Amortization		24,590			10,786			13,804			128	%		84,345			19,121			65,224			341	%
Marketing and promotion		7,578			3,259			4,319			133	%		20,163			12,436			7,727			62	%
Research and development		164			127			37			29	%		1,464			472			992			210	%
Transaction costs		9,238			9,688			(450	)		(5	%)		42,937			30,352			12,585			41	%
Total operating expenses		59,591			54,506			5,085			9	%		295,593			159,168			136,425			86	%
Operating loss		(19,762	)		(24,050	)		4,288			(18	%)		(142,978	)		(58,484	)		(84,494	)		144	%
Interest expense, net		(2,312	)		(7,943	)		5,631			(71	%)		(22,422	)		(18,511	)		(3,911	)		21	%
Non-operating (expense) income, net		72,719			(220,340	)		293,059			(133	%)		186,329			(306,348	)		492,677			(161	%)
Income (loss) before income taxes		50,645			(252,333	)		302,978			(120	%)		20,929			(383,343	)		404,272			(105	%)
Income taxes (recovery)		(1,830	)		6,310			(8,140	)		(129	%)		(2,739	)		(13,707	)		10,968			(80	%)
Net income (loss)		52,475			(258,643	)		311,118			(120	%)		23,668			(369,636	)		393,304			(106	%)

Key Operating Metrics

We use the following key operating metrics to evaluate our business and operations, measure our performance, identify trends affecting our business, project our future performance, and make strategic decisions.

Other companies, including companies in our industry, may calculate key operating metrics with similar names differently which may reduce their usefulness as comparative measures.

~~(financial data is expressed in United States dollars)~~ Certain variances are labeled as not meaningful ("NM") throughout management's discussion and analysis.

Three months ended March 31,

2021

2020

Change

% Change

Kilograms equivalents sold - cannabis

6,277

5,794

483

8
%
Kilograms harvested - cannabis

10,969

9,532

1,437

15
%
Thousand units sold - hemp products

2,438

1,878

560

30
%
Average net selling price per gram - cannabis

$
5.00

$
5.28

$
(0.28
)

(5
)%
Average cost per gram sold - cannabis

$
3.56

$
3.97

$
(0.41
)

(10
)%
Average gross selling price per unit - hemp products

$
6.82

$
11.35

$
(4.53
)

(40
)%

	For the three months ended February 28,						For the nine months ended February 28,
(in thousands of U.S. dollars)	2022			2021			2022			2021
Net cannabis revenue	$	55,045		$	41,721		$	184,269		$	147,689
Net beverage alcohol revenue		19,597			11,942			48,765			12,652
Distribution revenue		62,532			70,237			198,587			210,508
Wellness revenue		14,697		NA				43,426		NA
Cannabis gross margin		33	%		39	%		34	%		45	%
Cannabis adjusted gross margin ⁽¹⁾		33	%		39	%		40	%		45	%
Beverage alcohol gross margin		59	%		41	%		58	%		42	%
Distribution gross margin		8	%		13	%		10	%		14	%
Wellness gross margin		36	%	NA				30	%	NA
Adjusted EBITDA⁽¹⁾		10,086			9,367			36,543			27,576
Cash and cash equivalents		279,214			210,591			279,214			210,591
Working capital		413,358			331,923			413,358			331,923
Free cash flow⁽¹⁾		(47,742	)		(3,372	)		(173,682	)		(80,290	)
Adjusted free cash flow⁽¹⁾		(35,600	)		6,316			(105,030	)		(49,938	)

⁽¹⁾Cannabis adjusted gross margin, adjusted EBITDA, free cash flow, and adjusted free cash flow are non-GAAP financial measures. See “Use of Non-GAAP Measures” below for a reconciliation of these Non-GAAP Measures to our most comparable GAAP measure.

NA=This reporting segment did not exist in the prior year period. The related acquisition occurred thereafter.

Segment Reporting

Management updated our reporting segments during the three and nine months ended February 28, 2022. While the Company reported “business under development” as a fifth reporting segment in its previous Annual Report, management determined that this no longer met the definition of a reporting segment. Our reporting segments revenue is primarily comprised of revenues from our cannabis, distribution, beverage alcohol operations, and wellness, as follows:

	For the three months ended February 28,				Change			% Change			For the nine months ended February 28,				Change			% Change
(in thousands of U.S. dollars)	2022		2021		2022 vs. 2021						2022		2021		2022 vs. 2021
Cannabis business	$	55,045	$	41,721	$	13,324			32	%	$	184,269	$	147,689	$	36,580			25	%
Distribution business		62,532		70,237		(7,705	)		(11	%)		198,587		210,508		(11,921	)		(6	%)
Beverage alcohol business		19,597		11,942		7,655			64	%		48,765		12,652		36,113			285	%
Wellness business		14,697		—		14,697		NM				43,426		—		43,426		NM
Total net revenue	$	151,871	$	123,900	$	27,971			23	%	$	475,047	$	370,849	$	104,198			28	%

Our geographic revenue is, as follows:

	For the three months ended February 28,				Change		% Change			For the nine months ended February 28,				Change		% Change
(in thousands of U.S. dollars)	2022		2021		2022 vs. 2021					2022		2021		2022 vs. 2021
North America	$	73,234	$	54,190	$	19,044		35	%	$	236,220	$	159,857	$	76,363		48	%
EMEA		74,671		68,701		5,970		9	%		225,596		207,492		18,104		9	%
Rest of World		3,966		1,009		2,957		293	%		13,231		3,500		9,731		278	%
Total net revenue	$	151,871	$	123,900	$	27,971		23	%	$	475,047	$	370,849	$	104,198		28	%

~~Kilogram equivalents sold – cannabis.~~ We sell two product categories: (1) dried cannabis, which includes whole flower, ground flower and pre-roll products, and (2) cannabis extracts, which includes full-spectrum and purified oil drops and capsules, and product formats infused with cannabis extract such

Our geographic capital assets are, as ~~edibles and vape products.~~ follows:

					Change			% Change
(in thousands of U.S. dollars)	February 28, 2022		May 31, 2021		2022 vs. 2021
North America	$	472,096	$	504,575	$	(32,479	)		(6	%)
EMEA		127,482		140,838		(13,356	)		(9	%)
Rest of World		3,894		5,285		(1,391	)		(26	%)
Total capital assets	$	603,472	$	650,698	$	(47,226	)		(7	%)

Cannabis ~~extracts are converted to flower equivalent grams~~revenue

Cannabis revenue based on ~~the type~~market channel is, as follows:

	For the three months ended February 28,						Change			% Change			For the nine months ended February 28,						Change			% Change
(in thousands of US dollars)	2022			2021			2022 vs. 2021						2022			2021			2022 vs. 2021
Revenue from Canadian medical cannabis products	$	7,050		$	5,931		$	1,119			19	%	$	23,353		$	18,571		$	4,782			26	%
Revenue from Canadian adult-use cannabis products		43,504			48,097		$	(4,593	)		(10	%)		162,632			163,220		$	(588	)		(0	%)
Revenue from wholesale cannabis products		2,804			1,327		$	1,477			111	%		6,763			6,559		$	204			3	%
Revenue from international cannabis products		15,820			347		$	15,473			4,459	%		39,792			4,627		$	35,165			760	%
Total cannabis revenue		69,178			55,702		$	13,476			24	%		232,540			192,977		$	39,563			21	%
Excise taxes		(14,133	)		(13,981	)	$	(152	)		1	%		(48,271	)		(45,288	)	$	(2,983	)		7	%
Total cannabis net revenue	$	55,045		$	41,721		$	13,324			32	%	$	184,269		$	147,689		$	36,580			25	%

Revenue from Canadian medical cannabis products: Revenue from Canadian medical cannabis products increased 19% to $7.1 million and ~~number of dried cannabis grams required~~26% to produce extracted cannabis in the form of cannabis oils infused into the final product. This conversion ratio is based on the amount of active cannabinoids in the products rather than the volume of the final product.

~~Total kilogram equivalents sold increased 8%~~$23.4 million for the three and nine months ended ~~March 31, 2021~~February 28, 2022, compared to revenue of $5.9 million and $18.6 million for the prior year same periods. This increase in revenue from medical cannabis products is primarily driven by the contributions of legacy Tilray’s medical cannabis business resulting from the ~~comparable period in 2020 primarily~~business combination of April 30, 2021. The increase is also due to ~~growth~~new innovative product launches, including our new brand Symbios launched earlier in ~~our international~~the year, to address unmet medical ~~sales. We expect continued increases~~needs and to provide patients with more choices in ~~kilogram equivalents grams sold as we generate sales growth in our key cannabis businesses; adult-use and international medical.~~

~~Kilograms harvested – cannabis. Kilograms harvested represents the weight of dried whole plants post-harvest, drying and curing.~~managing their health conditions with medical products. This ~~operating metric is used to measure the production efficiency of our facilities and production team.~~

~~Total kilograms harvested increased by 15% for the three months ended March 31, 2021 from the comparable periods in 2020 primarily due to additional operating capacity at our Portugal facility.~~

~~Thousand units sold – hemp products.~~ ~~Our subsidiary, FHF Holdings Ltd. (“Manitoba Harvest”)sells hemp products such as shelled hemp seed, ground hemp, broad spectrum hemp extract containing CBD and hemp seed oil that are tracked by individual units.~~

~~Hemp products sold for the three months ended March 31, 2021 increased 30% from the comparable period in 2020. The~~ increase was aspartially offset by the limitations caused by the COVID-19 pandemic from patients unable or unwilling to see a ~~result of our large format retail customers shifting to larger size private label offerings,~~doctor as well as increased ~~promotional activity within~~competition from the ~~Club~~adult-rec and ~~US Retail channels. Looking forward,~~ the ~~number~~price compression therein.

Revenue from Canadian adult-use cannabis products: During the three and nine months ended February 28, 2022, our gross revenue from Canadian adult-use cannabis product decreased 10% to $43.5 million and decreased to $162.6 million compared to revenue of ~~units sold~~$48.1 million and $163.2 million for the prior year same periods.The decrease in gross revenue from Canadian adult-use cannabis is ~~likely~~primarily driven by the following series of factors:

•

We continued to experience the residual impact of the COVID-19 pandemic in relation to consumer behaviors through their heightened sensitivity to price and appetite for sacrificing brand loyalty to save costs;

•

We continued to experience disruptions to consumer’s purchasing patterns as a result of the COVID-19 pandemic. The decline was partially driven by the government lockdowns reinstated in Ontario to combat the Omicron variant, as well as vaccine passport requirements to shop in retail stores in Quebec, reducing consumer’s accessibility to our products; and

•

We also experienced additional declines in average gross selling price due to increased price-based competition in the more recent months from increased competition in the market. During the three months ended February 28, 2022, we maintained our market leadership but experienced a decline in market share to 10.2% from 12.8% at November 30, 2021 as a result of these factors.

•

These factors were partially offset by the impact of the Arrangement, by including legacy Tilray revenue.

We continue to ~~increase as sales volumes rise.~~

~~Average net selling price per gram – cannabis. The average net selling price per gram is an indicator~~focus on expanding our product offerings to accommodate the changes in our adult-use customers, During the first quarter, we completed our first shipments to Nunavut, Canada. In the second quarter of 2022, we expanded the terms of our ~~pricing trends over time on a gram equivalent basis~~distribution partnership with Rose LifeScience, which will now represent the entire Tilray portfolio in Quebec. In addition, we expanded

our partnership with Great North Distributors, Inc. to represent the entire Tilray portfolio and cover all of Canada, except for Quebec, using its established network.

The Company has also announced the planned strategic alliance with HEXO. We plan to leverage this relationship to allow us to identify production efficiencies and generate cost savings.

The nine months decrease in gross revenue is ~~impacted by sales mix, channel and product type. We exclude revenue associated with hemp products, accessories, and freight sales,~~attributable to arrive at cannabis-related revenue. We calculate average net selling price per gram by dividing total cannabis-related revenue by total kilogram equivalents sold. As Cannabis 2.0 products become a larger percentage of our mix, and because Cannabis 2.0 products include more value-added activities and the ~~cannabis inputs will be a lower portion of~~same factors as the ~~overall cost and value of~~cause for the ~~products, we may change this operating metric from per gram to per unit measures~~decrease in the ~~future.~~three months.

~~The average net selling price per gram decreased by 5%~~Wholesale cannabis revenue: Revenue from wholesale cannabis products increased 111% to $2.8 million and increased 3% to $6.8 million for the three and nine months ended ~~March 31, 2021~~February 28, 2022 compared to revenue of $1.3 million and $6.6 million for the prior year same periods. The Company continues to believe that wholesale cannabis revenue will remain subject to quarter-to-quarter variability and is based on opportunistic sales.

International cannabis revenue: Revenue from ~~the comparable period in 2020 due~~international cannabis products increased 4,459% to ~~increased competitive pricing in the adult-use segment. Generally, we expect our average net selling price~~$15.8 million and 760% to ~~increase over time as our international medical sales make up a greater percentage of our total sales and we continue to introduce higher-priced Cannabis 2.0 products in our adult-use business.~~

~~Average cost per gram sold – cannabis~~. The average cost per gram sold measures the efficiency of our cultivation, manufacturing and fulfillment operations. We exclude hemp products, inventory valuation adjustments and the cost of sales related to accessories from total cost of sales to arrive at cannabis-related cost of sales. Cannabis-related cost of sales is then divided by total kilogram equivalents sold to calculate the average cost per gram sold. As Cannabis 2.0 products become a larger percentage of our mix, and because the Cannabis 2.0 products include other input costs that can be a greater portion of the unit cost than the cannabis ingredients, we may change this operating metric from per gram to per unit measures in the future.

~~The average cost per gram sold decreased by 10%~~$39.8 million for the three and nine months ended ~~March 31, 2021 from~~February 28, 2022 compared to revenue of $0.3 million and $4.6 million for the comparable period in 2020 primarily as a result of reduced cost structures at our facilities due to our cost cutting efforts during 2020, better throughput and cost absorption at our High Park Holdings processing facility, and partiallyprior year same periods. The increase is due to the ~~availability~~contributions of ~~low cost product from third parties.~~legacy Tilray’s larger international cannabis business as well as newly obtained business to business transactions. In Europe, we believe that, despite continuing COVID-19 pressure, cannabis legalization (both medicinal and adult-use) will continue to gain traction, especially following actions of the German and Maltese governments. We ~~expect~~also continue to believe that Tilray remains uniquely positioned to win in these markets with its infrastructure being the only company with EU-GMP cultivation facilities in two countries within Europe and our demonstrated commitment to the consistency, quality and safety of our products.

Germany. During the three and nine months ended February 28, 2022, we continued to experience deceleration in the growth of our business caused by the COVID-19 pandemic, which resulted in some patients being unable or unwilling to see ~~continued improvement~~a doctor. Despite these impacts, we generated 19% revenue growth in connection with our ~~cost per gram metric~~medical cannabis products when compared to the prior quarter.

Portugal. We are the only approved medical cannabis product in the market, which is distributed through our distribution partners to medical stakeholders throughout Portugal.

Luxembourg. We were selected by the Luxembourg Ministry of Health as the exclusive supplier for the country’s medical cannabis program for dried flower and oils.

Switzerland. We distribute our cannabinoid-based medical extract products to Suisse patients through our partner “Lehenmatt Apotheke”.

France. We were selected as one of the four suppliers in a two-year pilot experiment to supply approximately 3,000 patients with medical cannabis. To date, approximately 1,500 patients are enrolled in the experiment.

Italy. We are one of five distributors licensed to import medical cannabis into the Italian medical cannabis market.

United Kingdom. In the prior quarter, we completed a shipment of a wide range of dried flower products with high, medium and balanced potencies into the UK medical cannabis market.

Ireland. We are one out of only two suppliers within the Irish market whose cannabinoid-based medical products are eligible for reimbursement.

Australia. We continue to ~~leverage our cost reductions, including~~strengthen the ~~closure of High Park Gardens which was a relatively high cost facility to operate, and identify additional ways to optimize our production activities.~~

~~Average gross selling price per unit – hemp products. The average gross selling price per unit is an indicator~~reputation of our ~~pricing trends over time on~~Tilray medical brand whereby, through a ~~unit basis~~contract with the Department of Health in Victoria, 90 children are now participating in a government funded seizure program utilizing our cannabinoid-based medical products, which will continue to the end of calendar year 2024.

Malta. We completed our first sale of medical cannabis dried flower in Malta in the quarter, and then in March, we expanded the offering and launched the first EU GMP medical cannabis oil products in Malta. Our EU-GMP medical cannabis products are now available in pharmacies across Malta, providing patients with safe and reliable access to high-quality medical cannabis.

Distribution revenue

Revenue from Distribution operations decreased 11% to $62.5 million and 6% to $198.6 million for ~~our hemp products~~the three and ~~is impacted by sales mix, channel~~nine months ended February 28, 2022 compared to revenue of $70.2 million and product type. We exclude revenue associated with cannabis, accessories and freight sales to arrive at hemp product-related revenue. We calculate average gross selling price per unit by dividing hemp product-related revenue by units sold.$210.5 million for the prior year same periods. The decrease in

~~The average gross selling price per unit decreased by 40%~~revenue during the three months ended ~~March 31, 2021 from the comparable period in 2020~~February 28, 2022 is primarily due to the impact of changes in the exchange rate between the Euro and USD totaling a $6.7 million and $14.6 million reduction for the three and nine months ended February 28, 2022, when compared to prior year same periods. Additionally, the decrease in revenue during the nine months ended February 28, 2022 was also the result of the negative impact of an isolated weather event in Densborn, Germany. Specifically, heavy flooding impacted CC Pharma and forced a business closure for approximately five days leading to a decrease in net revenue in the period of almost $5.0 million.

Beverage alcohol revenue

Revenue from our Beverage operations increased ~~sales~~to $19.6 million and $48.8 million for the three and nine months ended February 28, 2022 compared to revenue of ~~lower priced private label products.~~

~~Critical Accounting Policies~~$11.9 million and ~~Significant Judgments and Estimates~~

~~There were no material changes~~$12.7 million for the prior year same periods. The increase in the three-month period relates primarily to our ~~critical accounting policies~~acquisition of Breckenridge on December 7, 2021 but also includes an increase of almost $2.0 million in revenues generated by SweetWater. The increase in the nine-month period is consistent with the increase in the three-month period.

Earlier in the year, our beverage operations began operating our new brewing facility in Colorado and ~~estimates~~opened a new taproom at the Denver International Airport in connection with its strategic expansion initiative. In addition, we released an extensive new line of innovative products, including seltzers, as well as a new beer offering developed in collaboration with our Canadian cannabis Broken Coast brand and a new vodka soda offering developed in collaboration with our Canadian cannabis Riff brand as Tilray continues to strengthen its strategic position in the U.S. by expanding its presence through acquisitions and collaboration with other Tilray cannabis brands. This strategy of leveraging our growing portfolio of brands enables the company to launch THC-based product adjacencies upon federal legalization in the U.S.

Wellness revenue

Included in Wellness revenue is $14.7 million and $43.4 million from ~~the information provided in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our Annual Report on Form 10-K~~Manitoba Harvest, for the three and nine months ended February 28, 2022. Manitoba Harvest was part of the assets acquired in the Arrangement. There are no comparable revenues in the prior year being presented.

Gross profit, gross margin and adjusted gross margin⁽¹⁾ for our reporting segments

Our gross profit and gross margin for the three and nine months ended ~~December 31, 2020.~~

February 28, 2022 and 2021, is as follows:

~~Results of Operations~~

~~Financial data is expressed in thousands of United States dollars, unless otherwise noted.~~

~~Condensed Consolidated Statements of Net Loss Data~~

~~(in thousands of United States dollars)~~

Three months ended March 31,

2021

2020

Revenue

$
48,021

$
52,102

Cost of sales

34,518

41,232

Gross profit

13,503

10,870

General and administrative expenses

25,587

27,269

Sales and marketing expenses

9,739

18,326

Research and development expenses

1,202

1,347

Depreciation and amortization expenses

3,498

3,591

Impairment of assets

—

29,839

Loss from equity method investments

1,787

1,748

Litigation settlement

45,000

—

Operating loss

(73,310
)

(71,250
)
Foreign exchange (gain) loss, net

(699
)

28,069

Change in fair value of warrant liability

263,201

71,978

Interest expenses, net

6,916

9,146

Other (income) expenses, net

(1,516
)

4,651

Loss before income taxes

(341,212
)

(185,094
)
Deferred income tax recoveries

(635
)

(1,272
)
Current income tax expenses

378

301

Net loss

$
(340,955
)

$
(184,123
)
Other Financial Data

Adjusted EBITDA ⁽¹⁾

$
(6,283
)

$
(18,152
)

(in thousands of U.S. dollars)	For the three months ended February 28,						Change			% Change			For the nine months ended February 28,						Change			% Change
Cannabis	2022			2021			2022 vs. 2021						2022			2021			2022 vs. 2021
Revenue	$	69,178		$	55,702		$	13,476			24	%	$	232,540		$	192,977		$	39,563			21	%
Excise taxes		(14,133	)		(13,981	)		(152	)		1	%		(48,271	)		(45,288	)		(2,983	)		7	%
Net revenue		55,045			41,721			13,324			32	%		184,269			147,689			36,580			25	%
Cost of goods sold		37,042			25,373			11,669			46	%		122,492			80,780			41,712			52	%
Gross profit		18,003			16,348			1,655			10	%		61,777			66,909			(5,132	)		(8	%)
Gross margin		33	%		39	%		(6	%)		(17	%)		34	%		45	%		(12	%)		(26	%)

Inventory valuation adjustments		—			—			—		(0%)				12,000			—			12,000		(0%)
Adjusted gross profit ⁽¹⁾		18,003			16,348			1,655			12	%		73,777			66,909			6,868			19	%
Adjusted gross margin ⁽¹⁾		33	%		39	%		(6	%)		(17	%)		40	%		45	%		(5	%)		(12	%)
Distribution
Revenue	$	62,532		$	70,237		$	(7,705	)		(11	%)	$	198,587		$	210,508		$	(11,921	)		(6	%)
Excise taxes		—			—			—		NM				—			—			—		NM
Net revenue		62,532			70,237			(7,705	)		(11	%)		198,587			210,508			(11,921	)		(6	%)
Cost of goods sold		57,566			61,015			(3,449	)		(6	%)		178,093			182,048			(3,955	)		(2	%)
Gross profit		4,966			9,222			(4,256	)		(46	%)		20,494			28,460			(7,966	)		(28	%)
Gross margin		8	%		13	%		(5	%)		(40	%)		10	%		14	%		(3	%)		(24	%)
Beverage alcohol
Revenue	$	20,473		$	12,358		$	8,115			66	%	$	51,500		$	13,112		$	38,388		NM
Excise taxes		(876	)		(416	)		(460	)		111	%		(2,735	)		(460	)		(2,275	)	NM
Net revenue		19,597			11,942			7,655			64	%		48,765			12,652			36,113		NM
Cost of goods sold		8,091			7,056			1,035			15	%		20,674			7,337			13,337		NM
Gross profit		11,506			4,886			6,620			135	%		28,091			5,315			22,776		NM
Gross margin		59	%		41	%		18	%		44	%		58	%		42	%		16	%		37	%
Wellness
Revenue	$	14,697		$	—		$	14,697		NM			$	43,426		$	—		$	43,426		NM
Excise taxes		—			—			—		NM				—			—			—		NM
Net revenue		14,697			—			14,697		NM				43,426			—			43,426		NM
Cost of goods sold		9,343			—			9,343		NM				30,238			—			30,238		NM
Gross profit		5,354			—			5,354		NM				13,188			—			13,188		NM
Gross margin		36	%		—	%		36	%	NM				30	%		—	%		30	%	NM
Total
Revenue	$	166,880		$	138,297		$	28,583			21	%	$	526,053		$	416,597		$	109,456			26	%
Excise taxes		(15,009	)		(14,397	)		(612	)		4	%		(51,006	)		(45,748	)		(5,258	)		11	%
Net revenue		151,871			123,900			27,971			23	%		475,047			370,849			104,198			28	%
Cost of goods sold		112,042			93,444			18,598			20	%		351,497			270,165			81,332			30	%
Gross profit		39,829			30,456			9,373			31	%		123,550			100,684			22,866			23	%
Gross margin		26	%		25	%		2	%		7	%		26	%		27	%		(1	%)		(4	%)

Inventory valuation adjustments		—			—			—		(0%)				12,000			—			12,000		(0%)
Adjusted gross profit ⁽¹⁾		39,829			30,456			9,373			31	%		135,550			100,684			34,866			35	%
Adjusted gross margin ⁽¹⁾		26	%		25	%		2	%		7	%		29	%		27	%		1	%		5	%

(1)

Adjusted ~~EBITDA~~gross profit is aour Gross profit (adjusted to exclude inventory valuation adjustments) and adjusted gross margin percentage is our Gross margin adjusted to exclude inventory valuation adjustments) and are non-GAAP financial ~~measure. For information on how we define~~measures. See “Use of Non-GAAP Measures” below for additional discussion regarding these non-GAAP measures. The Company’s management believes that adjusted gross profit and ~~calculate Adjusted EBITDA,~~adjusted gross margin are useful to our management to evaluate our business and ~~a reconciliation of net loss to Adjusted EBITDA, refer to “Non-GAAP Financial Measures.”~~operations, measure our performance, identify trends affecting our business, project our future performance, and make strategic decisions.

Cannabis gross margin: Gross margin decreased during the three and nine months ended February 28, 2022 to 33% and 34% from 39% and 45% versus the prior year same periods. The three months’ decrease in cannabis gross margin is primarily related to a single wholesale cannabis sale resulting in revenue of $3.0 and negative gross profit of $2.6 million, lowering the cannabis gross margin by 7% solely related to the single transaction. The transaction was a sale of aged dried cannabis that was nearing the end of its shelf life. In addition, margins were impacted by our price reduction on vape and pre-rolled products originally initiated in the prior quarter. The nine months decrease in cannabis gross margin is a result of selling the acquired legacy-Tilray brands, which had higher costs to produce, and the Company took an additional non-cash inventory write down of $12 million in November 2021. Significant efforts have been

Three months ended March 31,

2021

2020

(as a percentage of revenue)

Cost of sales

72
%

79
%
Gross profit

28
%

21
%
General and administrative expenses

53
%

52
%
Sales and marketing expenses

20
%

35
%
Research and development expenses

3
%

3
%
Depreciation and amortization expenses

7
%

7
%
Impairment of assets

0
%

57
%
Loss from equity method investments

4
%

3
%
Litigation settlement

94
%

0
%
Operating loss

(153
)%

(137
)%
Foreign exchange (gain) loss, net

(1
)%

54
%
Change in fair value of warrant liability

548
%

138
%
Interest expenses, net

14
%

18
%
Other (income) expenses, net

(3
)%

9
%
Loss before income taxes

(711
)%

(355
)%
Deferred income tax recoveries

(1
)%

(2
)%
Current income tax expenses

1
%

1
%
Net loss

(710
)%

(353
)%
Other Financial Data

Adjusted EBITDA ⁽¹⁾

(13
)%

(35
)%

taken to reduce the Company’s cultivation costs at its legacy-Tilray Canadian facilities, including announcing the shutdown of both the Enniskillen and Nanaimo Canadian facilities. In the interim and until the inventory cultivated at these facilities is depleted, we expect to report lower gross margins until the inventory cultivated at legacy Aphria facilities replaces these products. Our European operations continue to work to optimize the cost structure for their cannabis growing facilities, including working with the Canadian operations team, all in an effort to continually lower our per unit costs.

Distribution gross margin: Gross margin of 8% and 10% for the three and nine months ended February 28, 2022 decreased from 13% and 14% from the same periods in the prior year. These declines were driven by increased costs as the Company’s primary source of products were unable to ship during border closures and during periods of peak demand. The Company also experienced higher than normal discounts and returns in the three months ended February 28, 2022.

Beverage alcohol gross margin: Gross margin of 59% and 58% for the three and nine months ended February 28, 2022 increased from 41% and 42% from the same periods in the prior year. These increases are due to the addition of Breckenridge, and its higher gross margin, during the period and a resurgence of SweetWater’s on-premises activities from the return of indoor dining. Additionally, we acquired this segment in the final week of the second quarter of the prior year, which hinders a representative comparison.

Wellness gross margin: Gross margin of 36% and 30% for the three and nine months ended February 28, 2022 are consistent with the preceding fiscal quarter. We acquired the wellness business in the Arrangement and did not operate in this segment during the same periods during prior year.

Operating expenses

	For the three months ended February 28,					Change			% Change			For the nine months ended February 28,					Change			% Change
(in thousands of US dollars)	2022			2021		2022 vs. 2021						2022			2021		2022 vs. 2021
General and administrative	$	38,445		$	24,491	$	13,954			57	%	$	121,401		$	78,736	$	42,665			54	%
Selling		8,641			6,155		2,486			40	%		25,283			18,051		7,232			40	%
Amortization		24,590			10,786		13,804			128	%		84,345			19,121		65,224			341	%
Marketing and promotion		7,578			3,259		4,319			133	%		20,163			12,436		7,727			62	%
Research and development		164			127		37			29	%		1,464			472		992			210	%
Change in fair value of contingent consideration		(29,065	)		—		(29,065	)	NM				(29,065	)		—		(29,065	)	NM
Transaction costs		9,238			9,688		(450	)		(5	%)		42,937			30,352		12,585			41	%
Total operating expenses	$	59,591		$	54,506	$	5,085			9	%	$	266,528		$	159,168	$	107,360			67	%

Operating expenses are comprised of general and administrative, share-based compensation, selling, amortization, marketing and promotion, research and development, and transaction costs. These costs increased by $5.1 million and $107.4 million for the three and nine months ended February 28, 2022as compared to the same periods of the prior year. This increase was primarily due to reporting full quarters of operating expenses for the acquired SweetWater and legacy-Tilray in fiscal 2022 and Breckenridge beginning on December 7, 2021, including non-cash amortization charges associated with definite life intangible assets acquired and general and administrative expenses. These increases were partially offset by a change in fair value of contingent consideration of $29.1 million as a result of a change in the likelihood of achieving specified earn-out EBITDA targets.

General and administrative costs

During the three and nine months ended February 28, 2022, general and administrative costs increased by 57% and 54% as compared to prior year same periods.

	For the three months ended February 28,					Change			% Change			For the nine months ended February 28,					Change			% Change
(in thousands of US dollars)	2022			2021		2022 vs. 2021						2022			2021		2022 vs. 2021
Executive compensation	$	4,238		$	1,916	$	2,322			121	%	$	9,565		$	6,877	$	2,688			39	%
Office and general		4,012			3,446		566			16	%		21,755			12,285		9,470			77	%
Salaries and wages		14,076			8,888		5,188			58	%		37,536			27,052		10,484			39	%
Stock-based compensation		9,355			3,075		6,280			204	%		27,025			11,414		15,611			137	%
Insurance		4,835			3,155		1,680			53	%		14,461			9,265		5,196			56	%
Professional fees		3,601			2,679		922			34	%		9,669			8,785		884			10	%
Gain on sale of capital assets		(861	)		—		(861	)	NM				(631	)		—		(631	)	NM
Insurance proceeds		(4,032	)		—		(4,032	)	NM				(4,032	)		—		(4,032	)	NM
Travel and accommodation		1,102			654		448			69	%		2,876			1,906		970			51	%
Rent		2,119			678		1,441			213	%		3,177			1,152		2,025			176	%
Total general and administrative costs	$	38,445		$	24,491	$	13,954			57	%	$	121,401		$	78,736	$	42,665			54	%

Executive compensation increased by 121% and 39% in the three months and nine months ended February 28, 2022, primarily due to an increase in the number of directors and executive level personnel on our board of directors and executive management team following the Tilray and Aphria combination, and an increase in base salaries commensurate with the increased complexity of our Company.

Office and general increased by 16% and 77% during the three and nine months ended February 28, 2022 primarily due to the inclusion of the acquired SweetWater and legacy-Tilray entities, and the additional one-time costs associated with the upcoming closure of our Nanaimo, Canada, facility.

Salaries and wages increased 58% and 39% in the three months and nine months ended February 28, 2022. The increase is primarily due to additions associated with the aforementioned acquisitions from the prior year. The Company’s headcount increased to approximately 1,700 employees as a result of the Arrangement compared to 1,000 employees as of February 28, 2021.

The Company recognized stock-based compensation expense of $9.4 million and $27.0 million for the three and nine months ended February 28, 2022 compared to $3.1 million and $11.4 million for the same periods in the prior year. The increase is primarily driven by the increased number of employees and the accelerated vesting of certain elements of our stock-based compensation awards related to the Arrangement.

Insurance expenses increased by 53% and 56% for the three and nine months ended February 28, 2022 due primarily to our revised directors and officers’ insurance policy. This increase reflects an increase in premium rates, as the Company continued with legacy-Tilray’s rating history.

The Company recognized $4.0 million for the three and nine months ended February 28, 2022 related to insurance recoveries under the Business Interruption and Extra Expense portions of CC Pharma’s property insurance.

Selling costs

For the three months ended February 28, 2022, the Company incurred selling costs of $8.6 million or 5.7% of revenue as compared to $6.2 million and 5.3% of revenue in the prior year same period. For the nine months ended February 28, 2022, the Company incurred selling costs of $25.3 million or 5.3% of revenue as compared to $18.1 million and 4.9% of revenue in the prior year same period. These costs relate to third-party distributor commissions, shipping costs, Health Canada cannabis fees, and patient acquisition and maintenance costs. Patient acquisition and ongoing patient maintenance costs include funding to individual clinics to assist with additional costs incurred by clinics resulting from the education of patients using the Company’s products. The increase in selling costs as a percent of revenue in both the three and nine-month periods resulted from incurred costs associated with having both Great North Distributors and Rose Lifesciences as distributors in Canada, a strategic decision intended to increase Canadian cannabis revenue. The increase is mainly driven by the combination of legacy-Tilray.

Amortization

The Company incurred non-production related amortization charges of $24.6 million and $84.3 million for the three and nine months ended February 28, 2022 compared to $10.8 million and $19.1 million in the prior year same periods. The increase is associated with the amortization on the acquired definite life intangible assets from SweetWater, legacy-Tilray and Breckenridge.

Marketing and promotion costs

For the three and nine months ended February 28, 2022, the Company incurred marketing and promotion costs of $7.6 million and $20.2 million as compared to $3.3 million and $12.4 million in the prior year same periods. The increase is mainly driven by the combination of legacy-Tilray.

Research and development

Research and development costs were $0.2 million and $1.5 million during the three and nine months ended February 28, 2022 compared to $0.1 million and $0.5 million in the prior year same periods. These relate to external costs associated with the development of new products. Although the Company spends a significant amount on research and development, the majority of these costs remain in costs of sales, as the Company does not reclassify research and development costs related to the cost of products consumed in research and development activities.

Transaction costs

The three months decrease of 5% is associated with the closing of the SweetWater acquisition in the prior period. The nine months increase of 41% is associated with the solicitation of stockholder votes supporting an increase in the number of authorized common stock shares, transaction closing costs related to the Arrangement, the MedMen Transaction, the Breckenridge transaction and the evaluation of other potential acquisitions and one-time litigation costs.

Non-operating (expense) income, net

Non-operating (expense) income is comprised of:

	For the three months ended February 28,						Change			% Change			For the nine months ended February 28,						Change			% Change
(in thousands of US dollars)	2022			2020			2022 vs. 2021						2022			2021			2022 vs. 2021
Change in fair value of convertible debenture	$	56,128		$	(213,538	)	$	269,666			(126	%)	$	151,851		$	(283,881	)	$	435,732			(153	%)
Change in fair value of warrant liability		21,089			—			21,089		NM				58,802			—			58,802		NM
Foreign exchange loss		(2,548	)		(3,884	)		1,336			(34	%)		(18,452	)		(23,586	)		5,134			(22	%)
Loss on long-term investments		(3,326	)		(2,733	)		(593	)		22	%		(6,834	)		(4,252	)		(2,582	)		61	%
Other non-operating (losses) gains, net		1,376			(185	)		1,561			(844	%)		962			5,371			(4,409	)		(82	%)
Total non-operating income (expense)	$	72,719		$	(220,340	)	$	293,059			(133	%)	$	186,329		$	(306,348	)	$	492,677			(161	%)

For the three and nine months ended February 28, 2022, the Company recognized a change in fair value of its APHA 24 convertible debentures of $56.1 million and $151.9 million, compared to a change in fair value of $(213.5) million and $(283.9) million for the prior year same periods. The change is driven primarily by the changes in the Company’s share price and the change in the trading price of the convertible debentures. Additionally, for the three and nine months ended February 28, 2022, the Company recognized a change in fair value of its warrants, resulting in a gain of $21.1 million and $58.8 million acquired as part of the Arrangement, also as a result of the change in our share price. Furthermore, for three and nine months ended February 28, 2022, the Company recognized a loss of $(2.5) million and $(18.5) million, resulting from the changes in foreign exchange rates during the period, compared to losses of $(3.9) million and $(23.6) million for the prior year same periods, largely associated with the strengthening of the US dollar against the Canadian dollar. The remaining other losses relate to changes in fair value in the Company’s convertible notes receivable and long-term investments.

Use of Non-GAAP Measures

We have included in this report measures of financial performance that are not defined by GAAP. We believe that these measures provide useful information to investors and include these measures in other communications to investors. These non-GAAP measures include:

~~(1)~~•

adjusted gross profit (excluding inventory valuation adjustments),

•

Adjusted EBITDA is a non-GAAP financial measure. For information on how we define and calculate Adjusted EBITDA, and a reconciliation of net loss to Adjusted EBITDA, refer to “Non-GAAP Financial Measures.”adjusted gross margin percentage,

~~Revenue~~

We report our operating results in two segments: (i) Cannabis (licensed), and (ii) Hemp (unlicensed). The business segments reflect how our operations are managed, how resources are allocated, how operating performance is evaluated by senior management and the structure of our internal financial reporting. We also evaluate revenue by product channel.

~~Revenue by product channel~~

~~(in thousands of United States dollars)~~

Three months ended March 31,

2021

2020

$ Change

% Change

Cannabis

Adult-use

$
19,440

$
20,919

$
(1,479
)

(7
)%
Canada - medical

3,217

4,051

(834
)

(21
)%
International - medical

8,600

5,806

2,794

48
%
Bulk

129

—

129

100
%
Total Cannabis revenue

31,386

30,776

610

2
%
Hemp

16,635

21,326

(4,691
)

(22
)%
Total

$
48,021

$
52,102

$
(4,081
)

(8
)%
Excise duties included in revenue

$
4,646

$
4,972

$
(326
)

(7
)%

~~Revenue.~~ Revenue decreased by 8% to $48.0 million for the three months ended March 31, 2021 compared to revenue of $52.1 million for the same period in 2020. The reduction was primarily driven by reduced revenue from the hemp category as a result of delays in the switch from branded product to private label product with certain customers during the quarter and reduced promotional activity in 2021 versus 2020. Adult-use sales and Canada medical sales were negatively impacted by COVID related lockdowns throughout Canada during the quarter, while international medical sales increased as we expanded our customer base in existing and new markets.

~~Cannabis.~~ Cannabis segment revenue increased 2% to $31.4 million for the three months ended March 31, 2021 compared to $30.8 million for the same period in 2020. The increase was primarily driven by increased sales in our international medical markets which was partially offset by reduction in the adult-use and Canada medical categories.

~~Hemp.~~ ~~Hemp segment revenue decreased 22% to $16.6 million for the three months ended March 31, 2021 compared to $21.3 million for the same period in 2020. The decrease was primarily due to~~ ~~delays in the switch from branded product to private label product with certain customers during the quarter.~~

~~Revenue by product category~~

~~(in thousands of United States dollars)~~

Three months ended March 31,

2021

2020

$ Change

% Change

Dried cannabis

$
21,086

$
19,696

$
1,390

7
%
Cannabis extracts

10,270

10,545

(275
)

(3
)%
Hemp products

16,635

21,326

(4,691
)

(22
)%
Accessories and other

30

535

(505
)

(94
)%
Total

$
48,021

$
52,102

$
(4,081
)

(8
)%
Excise duties included in revenue

$
4,646

$
4,972

$
(326
)

(7
)%

We also analyze our sales mix by dried cannabis, extracts, hemp and accessories. Cannabis as a whole represented 65% of total revenue for the three months ended March 31, 2021 versus 59% for the comparable period in 2020. Dried cannabis represented 67% of cannabis revenue for the three months ended March 31, 2021 compared to 64% for the comparable period in 2020. Cannabis extracts represented 33% of cannabis revenue for the three months ended March 31, 2021 compared to 34% for the comparable period in 2020. Hemp products represented 35% of total revenue for the three months ended March 31, 2021 compared to 41% for the comparable period in 2020. In the future, we expect our cannabis products to grow at a faster rate and make up a larger portion of sales than our Hemp products as we generally see higher growth rate opportunities in international medical cannabis markets.

~~Gross margin by product category~~

~~(in thousands of United States dollars)~~

For the three months ended March 31,

Cannabis

Hemp

Total

2021

2020

2021

2020

2021

2020

Revenue

$
31,386

$
30,776

$
16,635

$
21,326

$
48,021

$
52,102

Cost of sales

Product costs

20,323

24,603

12,133

12,585

32,456

37,188

Inventory valuation adjustments

1,720

3,247

342

797

2,062

4,044

Gross profit (loss)

9,343

2,926

4,160

7,944

13,503

10,870

Inventory valuation adjustments

1,720

3,247

342

797

2,062

4,044

Gross profit, excluding inventory valuation adjustments (1)

$
11,063

$
6,173

$
4,502

$
8,741

$
15,565

$
14,914

Gross margin, excluding inventory valuation adjustments (1)

35
%

20
%

27
%

41
%

32
%

29
%

~~(1)~~•

Gross profit (excluding inventory valuation adjustments) and gross margin percentage (excluding inventory valuation adjustments) are non-GAAP financial measures. For information on how we define and calculate these non-GAAP financial measures, refer to “Non-GAAP Financial Measures.”adjusted net income (loss),

~~Cost of sales and gross margin – Cannabis~~

~~(in thousands of United States dollars)~~

Three months ended March 31,
2021 vs 2020
Change

2021

2020

$

%

Cost of sales - product costs

$
20,323

$
24,603

$
(4,280
)

(17
)%
Cost of sales - inventory valuation adjustments

1,720

3,247

(1,527
)

(47
)%
Total Cannabis cost of sales

$
22,043

$
27,850

$
(5,807
)

(21
)%

Gross profit

$
9,343

$
2,926

$
6,417

219
%
Gross profit (excluding inventory valuation adjustments)⁽¹⁾

$
11,063

$
6,173

$
4,890

79
%
Gross margin percentage

30
%

10
%

20
%

200
%
Gross margin percentage (excluding inventory valuation adjustments)⁽¹⁾

35
%

20
%

15
%

75
%

~~(2)~~•

~~Cost of sales.~~ Cost of sales decreased for the three months ended March 31, 2021 from the comparable period in 2020 mainly due to improved operational efficiencies as we realized the benefits of cost reductions implemented throughout our supply chain during 2020. Additionally, we have improved our supply and demand planning efforts which resulted in reduced inventory adjustments versus the comparable period. We incur inventory valuation adjustments generally due to the write off of aged product or products that are unlikely to be sold.

~~Gross margin.~~ Gross margin of 30% for the three months ended March 31, 2021 increased from the comparable period in 2020 due to reduced inventory valuation adjustments and overall improvements in our cost of production related to our cost cutting efforts. Excluding inventory valuation adjustments, gross margin increased to 35%, from 20% in 2020. The improvement resulted from reduced costs, increased sales in higher margin international medical markets, and the introduction of 2.0 products in the adult use market.

~~Cost of sales and gross margin – Hemp~~

~~(in thousands of United States dollars)~~

Three months ended March 31,
2021 vs 2020
Change

2021

2020

$

%

Cost of sales - product costs

$
12,133

$
12,585

$
(452
)

(4
)%
Cost of sales - inventory valuation adjustments

342

797

(455
)

(57
)%
Total Hemp cost of sales

$
12,475

$
13,382

$
(908
)

(7
)%

Gross profit

$
4,160

$
7,944

$
(3,784
)

(48
)%
Gross profit (excluding inventory valuation adjustments) ⁽¹⁾

$
4,502

$
8,741

$
(4,239
)

(48
)%
Gross margin percentage

25
%

37
%

(12
)%

(32
)%
Gross margin percentage (excluding inventory valuation adjustments) ⁽¹⁾

27
%

41
%

(14
)%

(34
)%

~~(1)~~•

adjusted free cash flow, and

•

Gross profit (excluding inventory valuation adjustments and purchase accounting step-up) and gross margin percentage (excluding inventory valuation adjustments and purchase accounting step-up) are non-GAAP financial measures. For information on how we define and calculate these non-GAAP financial measures, refer to “Non-GAAP Financial Measures.”adjusted EBITDA.

~~Cost~~For each of ~~sales.~~ ~~Cost~~these non-GAAP financial measures, we have provided above or are providing below a reconciliation of ~~sales decreased~~the differences between the non-GAAP measure and the most directly comparable GAAP measure, an explanation of why our management and Board of Directors believe the non-GAAP measure provides useful information to investors and any additional purposes for which our management and Board of Directors use the ~~three months ended March 31, 2021 from~~non-GAAP measures. These non-GAAP measures should be viewed in addition to, and not in lieu of, the comparable ~~period~~GAAP measures.

All of these non-GAAP financial measures should be considered in ~~2020 primarily due to lower sales volumes~~addition, and ~~a shift to larger format private label products for certain customers.~~

~~Gross margin.~~ ~~Gross margin of 25% for the three months ended March 31, 2021 declined from 37%~~not in the comparable period in 2020 due to increased sales of lower margin private label products versus higher margin branded products and lower absorption rates in our facilities due to reduced production volumes.

~~Operating expenses~~

~~(in thousands of United States dollars)~~

Three months ended March 31,

2021

2020

Change

% Change

General and administrative expenses

$
25,587

$
27,269

$
(1,682
)

(6
)%
Sales and marketing expenses

9,739

18,326

(8,587
)

(47
)%
Research and development expenses

1,202

1,347

(145
)

(11
)%
Depreciation and amortization expenses

3,498

3,591

(93
)

(3
)%
Impairment of assets

—

29,839

(29,839
)

100
%
Loss from equity method investments

1,787

1,748

39

2
%
Litigation settlement

45,000

—

45,000

100
%
Total operating expenses

$
86,813

$
82,120

$
4,693

6
%
(as a percentage of revenue)

General and administrative expenses

53
%

52
%

Sales and marketing expenses

20
%

35
%

Research and development expenses

3
%

3
%

Depreciation and amortization expenses

7
%

7
%

Impairment of assets

0
%

57
%

Loss from equity method investments

4
%

3
%

Litigation settlement

94
%

0
%

Total operating expenses

181
%

158
%

~~N/A: Not a meaningful percentage~~

~~General and administrative.~~ General and administrative expenses decreased for the three months ended March 31, 2021 from the comparable period in 2020 generally due to the realization of cost savings initiatives implemented in 2020 designed to better align our business with market conditions.

~~Sales and marketing.~~ ~~Sales and marketing expenses decreased for the three months ended March 31, 2021 compared to 2020 partially due to headcount reductions and our efforts to optimize trade and market spend.~~

~~Depreciation and amortization.~~ Depreciation and amortization expenses was relatively flat for the three months ended March 31, 2021 from the comparable period in 2020, primarily because asset purchases in Portugal were not yet put into use.

~~Research and development.~~ Research and development expenses decreased for the three months ended March 31, 2021 from the comparable periods in 2020 primarily due to rightsizing and optimizing the departmental structure and focusing on more near term innovations.

~~Impairment of assets.~~ ~~No impairments were recorded for the three months ended March 31, 2021.~~

~~Loss from equity method investments.~~ ~~Losses from equity method investments for the three months ended March 31, 2021 remained flat and were $1.8 million compared to $1.7 million for the comparable 2020 period.~~

~~Litigation settlement.~~ ~~Litigation settlement for the three months ended March 31, 2021 was due to a one-time settlement related to the termination of a purchase agreement.~~

~~Non-operating income and expenses~~

~~(in thousands of United States dollars)~~

Three months ended March 31,

2021 vs 2020
Change

2021

2020

$

%

Foreign exchange (gain) loss, net

$
(699
)

$
28,069

$
(28,768
)

N/A

Change in fair value of warrant liability

263,201

71,978

191,223

266
%
Interest expenses, net

6,916

9,146

(2,230
)

(24
)%
Other (income) expense, net

(1,516
)

4,651

(6,166
)

(133
)%
Total

$
267,902

$
113,844

$
154,059

N/A

~~N/A: Not a meaningful percentage~~

~~Foreign exchange (gain) loss, net.~~ The impact of foreign exchange for the three months ended March 31, 2021 was a gain of $0.7 million, versus a loss of $28.1 million for the comparable period in 2020. Because a significant portion of our balances are in Canadian dollars, the strengtheninglieu of, the ~~Canadian dollar relative to the United States dollar in the first quarter of 2021 drove the gain compared to the loss in the comparative 2020 period.~~

~~Change in fair value of warrant liability~~. Due to the increase in the market price of our stock since the offering closed, and despite the exercise of a significant portion of the warrants, the fair value of the warrant liability increased by $191.2 million for the three months ended March 31, 2021 from the comparable 2020 period.

~~Interest expense, net.~~ Interest expense, net for the three months ended March 31, 2021 was $6.9 million compared to $9.1 million for the comparable period in 2020. The decrease was primarily attributable to the conversion of a portion of our convertible debt into equity in November 2020.

~~Other (income) expense, net.~~ Other (income) expense, net was in an income position for the three months ended March 31, 2021 from the comparable period in 2020, primarily due to unrealized gains on investments exceeding losses in 2021, and because we recognized $4.0 million of issuance costs in March 2020 associated with our registered offering.

~~Net Loss and Adjusted EBITDA~~ ⁽¹⁾

Three months ended March 31,

2021

2020

Change

% Change

Net loss

$
(340,955
)

$
(184,123
)

$
(156,832
)

(85
)%
Adjusted EBITDA ⁽¹⁾

$
(6,283
)

$
(18,152
)

$
11,869

65
%

~~(1)~~

~~Adjusted EBITDA is a non-GAAP financial measure. For information on how we define and~~financial measures calculated ~~Adjusted EBITDA, and a reconciliation of net loss to Adjusted EBITDA, refer to “Non-GAAP Financial Measures”.~~

Net loss increased for the three months ended March 31, 2021 from the comparable period in 2020 primarily due to the impact of the change in the fair value of our warrant liability, the charge associated with our litigation settlement, and reduced sales and margin in our Hemp segment.

Adjusted earnings before interest, tax and depreciation (“Adjusted EBITDA”) increased for the three months ended March 31, 2021 from the comparable period in 2020 primarily due to cost reduction measures undertaken during 2020, and our ability to leverage sales growth with a reduced cost structure.

~~Non-GAAP Financial Measures~~

~~To supplement our financial statements, which are prepared~~ and presented in accordance with accounting principles generally accepted in the United States ~~generally accepted accounting principles~~of America, (“GAAP”)~~, we use certain measures, as described below, to understand and evaluate our operating performance.~~. These measures, which may be different than similarly titled measures used by other companies, are presented to help investors’

overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

Reconciliation of Non-GAAP Financial Measures to GAAP Measures

Adjusted net income (loss) and adjusted EBITDA

	For the three months ended February 28,						Change			% Change			For the nine months ended February 28,						Change			% Change
	2022			2021			2022 vs. 2021						2022			2021			2022 vs. 2021
Net income (loss)	$	52,475		$	(258,643	)	$	311,118			(120	%)	$	23,668		$	(369,636	)	$	393,304			(106	%)
Adjusted net income (loss)	$	(32,666	)	$	(28,458	)	$	(4,208	)		15	%	$	(115,636	)	$	(20,403	)	$	(95,233	)		467	%
Adjusted EBITDA	$	10,086		$	9,367		$	719			8	%	$	36,543		$	27,576		$	8,967			33	%

Adjusted net income (loss)

Adjusted net loss represents a non-GAAP financial measure that does not have any standardized meaning prescribed under GAAP and may not be comparable to similar measures presented by other companies. Adjusted net income is calculated as net (loss) income plus (minus) the unrealized loss (gain) on convertible debentures, a non-cash item, share-based compensation, foreign exchange (loss) gain, all non-cash items, and transaction costs, costs which will not necessarily continue in future periods depending on the frequency of additional M&A considered by the Company. It represents a measure management uses in evaluating operating results to reduce the impact of the volatility caused by fair value accounting of instruments associated with our capital structure, that have no impact on operations. The increase in adjusted net loss is primarily driven by higher net loss stemming from higher amortization costs associated with the definite lived assets acquired during the year, the additional general and administrative costs associated with Tilray for the full quarter and increased non-cash unrealized loss on changes to the fair value of our convertible debentures.

	For the three months ended February 28,						Change			% Change			For the nine months ended February 28,						Change			% Change
Adjusted net loss reconciliation:	2022			2021			2022 vs. 2021						2022			2021			2022 vs. 2021
Net income (loss)	$	52,475		$	(258,643	)	$	311,118			(120	%)	$	23,668		$	(369,636	)	$	393,304			(106	%)
Unrealized (gain) loss on convertible debentures		(56,128	)		213,538			(269,666	)		(126	%)		(151,851	)		283,881			(435,732	)		(153	%)
Foreign exchange loss (gain)		2,548			3,884			(1,336	)		(34	%)		18,452			23,586			(5,134	)		(22	%)
Change in fair value of warrant liability		(21,089	)		—			(21,089	)	NM				(58,802	)		—			(58,802	)	NM
Stock-based compensation		9,355			3,075			6,280			204	%		27,025			11,414			15,611			137	%
Change in fair value of contingent consideration		(29,065	)		—			(29,065	)	NM				(29,065	)		—			(29,065	)	NM
Inventory write down		—			—			-		NM				12,000			—			12,000		NM
Transaction costs		9,238			9,688			(450	)		(5	%)		42,937			30,352			12,585			41	%
Adjusted net loss	$	(32,666	)	$	(28,458	)	$	(4,208	)		15	%	$	(115,636	)	$	(20,403	)	$	(95,233	)		467	%

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP financial measure that does not have any standardized meaning prescribed by GAAP and may not be comparable to similar measures presented by other companies. The Company calculates adjusted EBITDA as net (loss) income before income taxes, net interest expense, depreciation and amortization, equity in net loss of equity-method investees, inventory write downs, stock-based compensation, integration activities, transaction costs, unrealized currency gains and losses and other adjustments.

(The Company’s management believes that this presentation provides useful information to management, analysts and investors regarding certain additional financial and business trends relating to its results of operations and financial condition. In addition, management uses this measure for reviewing the financial results of the Company and as a component of performance-based executive compensation.

We do not consider Adjusted EBITDA in ~~thousands~~isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of ~~United States dollars)~~Adjusted EBITDA is that it excludes certain expenses and income that are required by GAAP to be recorded in our consolidated financial statements. In addition, Adjusted EBITDA is subject to inherent limitations as this metric reflects the exercise of judgment by management about which expenses and income are excluded or included in determining Adjusted EBITDA. In order to compensate for these limitations, management presents Adjusted EBITDA in connection with GAAP results.

For the period ended February 28, 2022, adjusted EBITDA increased primarily from favorable effects of new lines of business, offset by the inclusion of legacy Tilray’s cannabis business, while we work to achieve our synergies plan, as follows:

Three months ended March 31,

2021

2020

Adjusted EBITDA reconciliation:

Net loss

$
(340,955
)

$
(184,123
)
Inventory valuation adjustments

2,062

4,561

Severance costs

5

1,861

Depreciation and amortization expenses (1)

4,908

4,600

Stock-based compensation expenses

7,193

7,677

Impairment of assets

—

29,839

Restructuring costs

2,713

—

Loss from equity method investments

1,787

1,748

Litigation settlement

45,000

—

Foreign exchange (gain) loss, net

(699
)

28,069

Change in fair value of warrant liability

263,201

71,978

Interest expenses, net

6,916

9,146

Loss from disposal of property and equipment

83

457

Other expenses, net

1,760

7,006

Deferred income tax recoveries

(635
)

(1,272
)
Current income tax expenses

378

301

Adjusted EBITDA

$
(6,283
)

$
(18,152
)

	For the three months ended February 28,						Change			% Change			For the nine months ended February 28,						Change			% Change
Adjusted EBITDA reconciliation:	2022			2021			2022 vs. 2021						2022			2021			2022 vs. 2021
Net income (loss)	$	52,475		$	(258,643	)	$	311,118			(120	%)	$	23,668		$	(369,636	)	$	393,304			(106	%)
Income taxes		(1,830	)		6,310			(8,140	)		(129	%)		(2,739	)		(13,707	)		10,968			(80	%)
Interest expense, net		2,312			7,943			(5,631	)		(71	%)		22,422			18,511			3,911			21	%
Non-operating expense (income), net		(72,719	)		220,340			(293,059	)		(133	%)		(186,329	)		306,348			(492,677	)		(161	%)
Amortization		37,020			20,282			16,738			83	%		113,824			43,292			70,532			163	%
Stock-based compensation		9,355			3,075			6,280			204	%		27,025			11,414			15,611			137	%
Change in fair value of contingent consideration		(29,065	)		—			(29,065	)	NM				(29,065	)		—			(29,065	)	NM
Facility start-up and closure costs		2,500			—			2,500		NM				10,400			—			10,400		NM
Lease expense		800			372			428			115	%		2,400			1,002			1,398			140	%
Inventory write down		—			—			—		NM				12,000			—			12,000		NM
Transaction costs		9,238			9,688			(450	)		(5	%)		42,937			30,352			12,585			41	%
Adjusted EBITDA	$	10,086		$	9,367		$	719			8	%	$	36,543		$	27,576		$	8,967			33	%

The Company revised its Adjusted EBITDA reconciliation for the three months ended March 31, 2020 to reflect a correction in depreciation and amortization expense amount applied to this non-GAAP financial measures. Non-cash depreciation and amortization expenses includes depreciation expense related to both manufacturing and non-manufacturing assets. In the three months ended March 31, 2020 we incorrectly reported $3.6 million which excluded the portion of the depreciation expense related to the Company’s manufacturing assets. The corrected amount in Adjusted EBITDA reconciliation for the three months ended March 31, 2020 is $4.6 million and is correct as reported above within the three months ended March 31, 2020 results.

Adjusted EBITDA should not be considered in isolation from, or as a substitute for, net loss. There are a number of limitations related to the use of Adjusted EBITDA as compared to net loss, the closest comparable GAAP measure. Adjusted EBITDA ~~excludes:~~adjusts for the following:

•

~~Non-cash inventory valuation adjustments;~~Current and deferred income tax expenses and recoveries, which could be a significant recurring expense or recovery in our business in the future and reduce or increase cash available to us.

•

~~Severance costs;~~Interest expense and loss on disposal of property and equipment to reflect ongoing operating activities;

•

Non-cash ~~depreciation~~foreign exchange gains or losses, which accounts for the effect of both realized and unrealized foreign exchange transactions. Unrealized gains or losses represent foreign exchange revaluation of foreign denominated monetary assets and liabilities;

•

Non-cash change in fair value of warrant liability;

•

Non-cash amortization and amortization ~~expenses; which~~expenses and, although these are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future;

•

Stock-based compensation expenses, which has been, and will continue to be for the foreseeable future, a significant recurring expense in our business and an important part of our compensation strategy;

•

Non-cash ~~impairment charges, as the charges are not expected to be a recurring business activity;~~

•

~~Restructuring costs;~~inventory valuation adjustments;

•

Non-cash loss from equity method investments;

•

~~Litigation settlement;~~Costs incurred to start up new facilities and/or to close facilities in Nanaimo, Canada and Enniskillen, Canada;

•

Lease expense;

•

Non-cash ~~foreign exchange gains or losses, which accounts for the effect of both realized~~inventory write down; and ~~unrealized foreign exchange transactions. Unrealized gains or losses represent foreign exchange revaluation of foreign denominated monetary assets and liabilities;~~

•

~~Non-cash change in fair value of warrant liability;~~

•

~~Interest expense, on disposal of property~~Transaction costs associated with current and ~~equipment and other expenses, net, to reflect ongoing operating activities;~~future business acquisitions.

•

~~Other (income) expenses, net includes acquisition related expenses, which vary significantly by transactions and are excluded to evaluate ongoing operating results;~~

•

~~Current and deferred income tax expenses and recoveries, which could be a significant recurring expense or recovery in our business in the future and reduce or increase cash available to us.~~

~~Gross profit (excluding inventory valuation adjustments)~~

Gross profit (excluding inventory valuation adjustments) is a non-GAAP measure calculated in the cannabis segment. It is calculated as revenue less cost of sales, adjusted to add back inventory valuation adjustments.

~~Gross margin percentage (excluding inventory valuation adjustments)~~

Gross margin percentage (excluding inventory valuation adjustments) is a non-GAAP measure calculated in the cannabis segment. It is calculated as the gross profit (excluding inventory valuation adjustments), as described above, divided by revenue.

Liquidity and Capital Resources

~~As of~~We actively manage our cash and investments in order to internally fund operating needs, make scheduled interest and principal payments on our borrowings, and make acquisitions. On March ~~31,~~3, 2021, we ~~had~~entered into an at the market offering arrangement (the ATM Program) pursuant to which we may offer and sell common stock having an aggregate offering price of up to $400 million. The ATM Program is intended to strengthen our balance sheet and improve our liquidity position (refer to Part I, Financial Information, Note 24 Subsequent Events of this interim report). In addition, the Company may from time to time use excess cash to repurchase its outstanding convertible debentures in open market transactions. We believe that existing cash, cash equivalents, short-term investments and cash ~~equivalents~~generated by operations, together with expected proceeds from the ATM Program and access to external sources of ~~$416.3 million which were held for working~~funds, will be sufficient to meet our domestic and foreign capital ~~and general corporate purposes. This represents an overall increase of $226.6 million since December 31, 2020. Our~~ primary need for liquidity is to fund working capital requirements, capital expenditures, debt service obligations and for general corporate purposes. Our ability to fund operations and make planned capital expenditures and debt service obligations depends on future operating performance and cash flows, which are subject to prevailing economic conditions and financial, business and other factors.

~~During the three months ended March 31, 2021, we issued 6,254,980~~ shares of Class 2 common stock for gross proceeds of approximately $159.2 million under our at-the-market equity offering program. In addition, 12,791,000 warrants were exercised for 12,791,000 shares of Class 2 common stock resulting in gross proceeds to us of approximately $76.2 million.

The warrants issued as part of the registered offering contain anti-dilution price protection features which, so long as the warrants remain outstanding, allow us to only issue up to $20.0 million in aggregate gross proceeds under our at-the-market offering program at prices less than the $5.95 per share exercise price of the warrants, and in no event more than $6.0 million per quarter, at prices below the $5.95 per share exercise price of the warrants, without triggering the price protection features.

The warrants are to be settled in registered shares, and the registration statement is required to be active, unless such shares may be subject to an applicable exemption from registration requirements. The holders, at their sole discretion, may elect to a cashless exercise, and be issued un-registered shares in accordance with Section 3(a)(9) of the 1933 Act. In the event we do not maintain an effective registration statement, we may be required to pay a daily cash penalty equal to 1% of the number of shares of Class 2 common stock due to be issued multiplied by any trading price of the Class 2 common stock between the exercise date and the share delivery date, as selected by the holder. Alternatively, we may deliver registered Class 2 common stock purchasedneeds in the ~~open market. We may also be required to pay cash if we do not have sufficient authorized shares to deliver to the holders upon exercise, which could have a material impact to our business.~~

Due to uncertainties we may face in raising additional equity financing in the future, which may be further impacted by the economic downturn and unprecedented conditions due to COVID-19, there remains uncertainty what impact this may have on managements assumptions used to develop these forecasts. Given our cash position and current operating plan, management believes there is not significant doubt about the entity’s ability to continue as a going concern for the next twelve months.foreseeable future.

The following table sets forth the major components of our ~~Condensed Consolidated Statements~~statements of ~~Cash Flows~~cash flows for the periods presented:

~~(in thousands of United States dollars)~~

Three months ended March 31,

2021

2020

Net cash used in operating activities

$
(13,008
)

$
(54,031
)
Net cash used in investing activities

(69
)

(18,119
)
Net cash provided by financing activities

234,081

159,786

Effect of foreign currency translation on cash and cash equivalents

5,664

(10,437
)
Increase in cash and cash equivalents

$
226,668

$
77,199

	For the nine months ended February 28,
	2022			2021
Net cash used in operating activities	$	(156,738	)	$	(52,966	)
Net cash used in investing activities	$	(16,618	)	$	(303,082	)
Net cash (used in) provided by financing activities	$	(33,612	)	$	187,184
Effect on cash of foreign currency translation	$	(2,284	)	$	18,809
Cash and cash equivalents, beginning of period	$	488,466		$	360,646
Cash and cash equivalents, end of period	$	279,214		$	210,591
Decrease in cash and cash equivalents	$	(209,252	)	$	(150,055	)

Cash flows from operating activities

The change in net cash used byin operating activities during the nine months ended February 28, 2022 compared to the prior year same period is primarily related to ~~changes~~payments associated with the Arrangement, income taxes at Aphria Diamond, investments in ~~working capital~~inventory and ~~changes~~settlement of accounts payable and accrued liabilities in ~~non-cash expenses, all of which are highly variable.~~the period.

Cash flows from investing activities

~~During the three months ended March 31, 2021 we did not have significant~~The change in net cash used in investing activities in the first three fiscal quarters of 2022 as compared to the ~~same period~~first three fiscal quarters of 2021 is primarily due to the disbursement of cash used for the SweetWater acquisition in ~~2020 a time during which we purchased property and equipment related to our expansion projects in Canada and Portugal.~~fiscal year 2021.

Cash flows from financing activities

The change in cash used in financing activities in the first three fiscal quarters of 2022 as compared to the first three fiscal quarters of 2021 is primarily due to an early payment on SweetWater’s term loan facility in fiscal year 2022, and the share capital and debt financings completed in fiscal year 2021 that did not recur in fiscal year 2022.

Free cash flow and adjusted free cash flow

Free cash flow and adjusted free cash flow are non-GAAP measures. Free cash flow is relevant to management and investors, because it represents the cash flow available to the Company to repay creditors or potentially make distributions to investors. The measure is comprised of two GAAP amounts deducted from each other which are net cash ~~provided by financing~~flow used in operating activities ~~during the three months ended March 31, 2021 relates to~~less investments, net of proceeds from ~~our ATM equity offerings~~disposals, in capital and intangible assets. Adjusted free cash flow removes the ~~exercise~~cash impact of ~~outstanding warrants.~~acquisitions from free cash flow. Our free cash flow and adjusted free cash flow were, as follows:

	For the three months ended February 28,						Change			% Change			For the nine months ended February 28,						Change			% Change
Free cash flow	2022			2021			2022 vs. 2021						2022			2021			2022 vs. 2021
Net cash provided by (used in) operating activities	$	(46,390	)	$	696		$	(47,086	)		(6,765	%)	$	(156,738	)	$	(52,966	)	$	(103,772	)		196	%
Less: investments in capital and intangible assets, net		(1,352	)		(4,068	)		2,716			(67	%)		(16,944	)		(27,324	)		10,380			(38	%)
Free cash flow	$	(47,742	)	$	(3,372	)	$	(44,370	)		1,316	%	$	(173,682	)	$	(80,290	)	$	(93,392	)		116	%
Cash expended related to acquisitions		12,142			9,688			2,454			25	%		68,652			30,352			38,300			126	%
Adjusted free cash flow	$	(35,600	)	$	6,316		$	(41,916	)		(664	%)	$	(105,030	)	$	(49,938	)	$	(55,092	)		110	%

Subsequent Events

~~A cannabinoid supplier (“supplier”)~~Refer to Tilray, and Tilray had been engaged in binding arbitration, which commenced in March 2020 and related to a supply agreement dispute between the parties. On April 29, 2021, the parties mutually agreed to settle this matter. Pursuant to a settlement agreement and release, Tilray (i) paid $20.0 million in cash and $5.0 million in Class 2 Common Stock to the supplier on April 29, 2021, and (ii) agreed to pay either $15.0 million in Class 2 Common Stock or $20.0 million in cash, depending on certain circumstances, to the supplier within nine months of the settlement date, in each case subject to certain upward adjustments based on the trading price and resale registration status of the Class 2 Common Stock. The parties also agreed to, among other things, withdraw from the arbitration proceeding and to release the other party from any and all claims arising out of or relating to the arbitration or the supply agreement.Part I, Financial Information, Note 24 ~~As of March 31, 2021, t~~Subsequent Events ~~he Company recorded the litigation settlement expense in its statement of net loss and comprehensive loss to reflect the outcome~~ of this settlement. The litigation liability is payable in a combination of cash and shares of the Company’s class 2 common stock. The initial payments made on April 29, 2021 are reflected in accounts payable and the remaining future payment is reflected in accrued expenses. The Company also removed $59.7 million of purchase commitments (refer to Note 16) from its commitments and contingencies as of March 31, 2021.interim report.

On April 25, 2021, the Company notified its senior secure credit facility lender that it intends to (i) terminate the commitments under the Senior Facility, and (ii) repay all outstanding loans and other obligations under the Senior Facility. On May 4, 2021, the Company repaid in full all outstanding indebtedness under its Senior Facility agreement. The Senior Facility and related security interests were terminated in conjunction with the repayment in full of ~~$52.1 million (C$64 million) of principal, as well as accrued and unpaid interest and fees of $0.5 million (C$0.6 million), plus a prior notice prepayment fee of $1.1 million (C$1.3 million)~~.

~~Contractual Obligations~~

During the three months ended March 31, 2021, we reached a settlement and release agreement related to one of our supply contracts which resulted in the reduction of the total value of future commitments by $59.7 million. We do not believe the termination of this contract will have any negative impact on our ability to competitively source products required to conduct our business.

Total

2021
(remaining
nine months)

2022

2023

2024

2025

Thereafter

Purchase commitments

$
17,359

$
17,359

$
—

$
—

$
—

$
—

$
—

Total

$
17,359

$
17,359

$
—

$
—

$
—

$
—

$
—

~~Off-Balance~~Off Balance Sheet Arrangements

WeAt February 28, 2022, we did not ~~have during the periods presented, and we do not currently~~ have any off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K that have had, or are likely to have, a material current or future effect on our consolidated financial statements.

Contingencies

In addition to the ~~rules~~litigation described in the Part II, Item 1 - Legal Proceedings, the Company is and ~~regulations~~may be a defendant in lawsuits from time to time in the normal course of business. While the results of litigation and claims cannot be predicted with certainty, the Company believes the reasonably possible losses of such matters, individually and in the aggregate, are not material. Additionally, the Company believes the probable final outcome of such matters will not have a material adverse effect on the Company’s consolidated results of operations, financial position, cash flows or liquidity.

Critical Accounting Policies

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States. The accounting principles we use require us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the ~~SEC.~~financial statements and amounts of income and expenses during the reporting periods presented. We believe in the quality and reasonableness of our critical accounting policies; however, materially different amounts may be reported under different conditions or using assumptions different from those that we have applied. The accounting policies that have been identified as critical to our business operations and to understanding the results of our operations pertain to revenue recognition, valuation of inventory, valuation of long-lived assets, goodwill and intangible assets, stock-based compensation and valuation allowances for deferred tax assets. The application of each of these critical accounting policies and estimates is discussed in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the fiscal year ended May 31, 2021.

Recently Issued Accounting Pronouncements

A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in “Part I, Item 1. Note 12 – ~~Summary~~Basis of ~~Significant Accounting Policies”~~presentation and summary of significant accounting policies” to our financial statements appearing elsewhere in this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

~~Interest Rate Risk~~

~~Interest rate~~There have been no significant changes in market risk is the risk that the value or yield of available-for-sale debt securities may decline if interest rates decline or that the value of financial liabilities will increase if interest rates increase. Fluctuations in interest rates may impact the level of income and expense recorded on these financial instruments. A 1% changefrom those addressed in the ~~interest rate in effect~~Company’s Annual Report on ~~March~~Form 10-K for the fiscal year ended May 31, 2021 ~~would not have a material effect~~during the nine months ended February 28, 2022. See the information set forth in Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk, of the Company’s Annual Report on the convertible note financial liabilities as they bear interest at a fixed rate of 5% and are not publicly traded. The Senior Facility bears interest on the outstanding principal balance at an annual rate equal to the Canadian prime rate plus 8.05%. A hypothetical 1% increase in the Canadian prime rate would result in an increase of $0.1 million recorded in interest expenseForm 10-K for the ~~three months~~fiscal year ended ~~March~~May 31, 2021.

~~Equity Price Risk~~

As of March 31, 2021, we held long-term equity investments at fair value and equity investments under the measurement alternative. These investment in equities were acquired as part of our strategic transactions. Accordingly, the changes in fair values of investment in equities measured at fair value or under the measurement alternative are recognized through other expense (income), net in the statements of net loss and comprehensive loss. Because of the uncertainty surrounding the COVID-19 outbreak, there is increased risk of declines in fair values of our equity investments if conditions have not been significantly improved and global stock markets have not recovered from recent declines. Based on the fair value of investment in equities held as of March 31, 2021, a hypothetical decrease of 10% in the prices for these companies would reduce the fair values of the investments and result in unrealized loss recorded in other expense (income), net by $1.1 million. Similarly, based on the fair value of our warrant liability as of March 31, 2021, a hypothetical increase of 10% in the price for our common stock would increase the change in fair value of warrant liability by $12.3 million.

~~Foreign Currency Risk~~

Our condensed consolidated financial statements are expressed in United States dollars. However, a significant portion of our business and assets and liabilities are denominated in a variety of currencies, the most significant of which are the Canadian dollar and the Euro. As a result, we are exposed to foreign currency transaction and translation gains and losses. The statements of net loss and comprehensive loss and statements of cash flows are translated to USD by applying the average foreign exchange rate in effect during the reporting period. Assets and liabilities are translated into US dollars using the exchange rate in effect at the balance sheet date. Appreciating foreign currencies relative to the United States dollar will positively impact operating income and net earnings, and increase the value of assets and liabilities, while depreciating foreign currencies relative to the United States dollar will negatively impact operating income and net earnings and reduce the value of assets and liabilities.

A 10% change in the exchange rates for the Canadian dollar would affect the carrying value of net assets by approximately $47.2 million as of March 31, 2021, with a corresponding impact to accumulated other comprehensive loss. We are also exposed to risk related to changes in the value of the Euro due to our one construction commitment in Portugal. We have not historically engaged in hedging transactions and do not currently contemplate engaging in hedging transactions to mitigate foreign exchange risks. As we continue to recognize gains and losses in foreign currency transactions, depending upon changes in future currency rates, such gains or losses could have a significant, and potentially adverse, effect on our results of operations.

Item 4. Controls and Procedures.

~~Evaluation of~~

Disclosure Controls and Procedures

Management, with the participation of our Chief Executive Officer and Chief Financial Officer (the Company’s principal executive officer and principal financial officer, respectively), evaluated the effectiveness of the Company’s

We maintain disclosure controls and procedures ~~as of March 31, 2021. The~~(as that term ~~“disclosure controls and procedures,” as~~is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange ~~Act, (or “DCPs”), means controls and other procedures of a company~~Act) that are designed to ensure that information required to be disclosed ~~by a company~~ in ~~the~~our reports ~~that it files or submits~~ under the Exchange Act is recorded, processed, and summarized and reported within the time periods specified in the SEC’s rules and ~~forms. DCPs include, without limitation, controls~~forms, and ~~procedures designed to ensure~~ that such information ~~required to be disclosed by a company in the reports that it files or submits under the Exchange Act~~ is accumulated and communicated to ~~the company’s~~our management, including ~~its principal executive~~our Chief Executive Officer and ~~principal financial officers,~~Chief Financial Officer, as appropriate, to allow timely decisions regarding required ~~disclosure. Management recognizes that any~~disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving ~~their objectives and management necessarily applies its judgment in evaluating~~ the ~~cost-benefit relationship of possible controls and procedures.~~

~~Based on the~~desired control objectives. An evaluation of the ~~Company’s DCPs~~effectiveness of the design and operation of our disclosure controls and procedures as of ~~March 31, 2021,~~ the ~~Company’s~~end of the period covered by this Quarterly Report was made under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.

Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as ~~a result~~of February 28, 2022, our disclosure controls and procedures (a) are effective to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is timely recorded, processed, summarized and reported and (b) include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Consistent with guidance issued by the SEC, the scope of management’s assessment of the ~~material weaknesses in~~effectiveness of our disclosure controls and procedures did not include the ~~Company’s~~ internal ~~control described in~~controls over financial reporting of legacy Tilray and Breckenridge, which we acquired on April 30, 2021 and December 7, 2021 respectively. Legacy Tilray and Breckenridge represented 7.6% and 2.1% of our ~~Annual Report on Form 10-K~~consolidated assets and 24.5% and 1.2% of our consolidated revenues as of and for the ~~year~~nine months ended ~~December 31, 2020, as of such date, the Company’s DCPs were not effective.~~February 28, 2022.

~~Remediation Efforts to Address Material Weakness~~

As previously described in Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2020, the Company began implementing a remediation plan to address the material weaknesses mentioned above. Management will continue to increase the adoption of software solutions to automate several manual processes, including but not limited to, the balance sheet account reconciliation control. Management also continues to standardize review procedures and formalize documentation of reviews to strengthen its control activities and provide training on documentation requirements surrounding the use of key spreadsheets and key reports. The material weaknesses will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Changes in Internal Control over Financial Reporting

~~Other than with respect~~

On January 1, 2022, Tilray successfully implemented a new Enterprise Resource Planning (ERP) system in the Company's SweetWater Brewery operations. As a result, financial and operating transactions are recorded utilizing modern functionality provided by the new ERP system. This new system is not in response to any identified deficiency or weakness in internal controls over financial reporting but to replace an aging system. The system implementation was designed, in part, to enhance the ~~remediation efforts described above,~~overall system of internal controls over financial reporting through further automation of various business processes. Except for the preceding change, there have been no changes in ~~the Company’s~~Tilray’s internal control over financial reporting (as defined in ~~Rule~~Rules 13a-15(f) and ~~15(d)-5(f)~~15d-15(f) under the Exchange Act) that occurred during the ~~three months ended March 31, 2021~~period covered by this Quarterly Report that have materially affected, or are reasonably likely to materially affect, ~~the Company’s~~our internal control over financial reporting. As mentioned above, the Company acquired legacy Tilray and Breckenridge on April 30, 2021 and December 7, 2022 respectively. The Company is in the process of reviewing the internal control structure of legacy Tilray and Breckenridge and, if necessary, will make appropriate changes as it integrates legacy Tilray and Breckenridge into the Company’s overall internal control over financial reporting process.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

~~420 Investments Ltd. Litigation~~"Item 3. Legal Proceedings" of our Annual Report on Form 10-K for the fiscal year ended May 31, 2021 includes a discussion of our legal proceedings. There have been no material changes from the legal proceedings described in our Form 10-K, except with respect to the matters disclosed below.

Class Action Suits and Stockholder Derivative Suits – U.S. and Canada

Dismissal of Authentic Brands Group Related Class Action (New York, United States)

On ~~February 21,~~May 4, 2020, ~~420 Investments Ltd., as Plaintiff (“420”),~~Ganesh Kasilingam filed a lawsuit in the U.S. District Court for the Southern District of New York, against Tilray Brands, Inc., Brendan Kennedy and ~~High Park Shops Inc.~~Mark Castaneda, on behalf of himself and a putative class, seeking to recover damages for alleged violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Kasilingam litigation”). The complaint alleged that Tilray and the individual defendants overstated the anticipated advantages of the Company’s revenue sharing agreement with Authentic Brands Group (“~~High Park”~~ABG”), ~~as Defendants, in Calgary, Alberta~~announced on January 15, 2019, and that the plaintiff suffered losses when Tilray’s stock price dropped after Tilray recognized an impairment with respect to the ABG deal on March 2, 2020.

On September 27, 2021, the U.S. District Court entered an Opinion & Order granting the Defendants’ motion to dismiss the complaint in the ~~Court of Queen’s Bench of Alberta. In August 2019,~~Kasilingam litigation.On December 3, 2021, the lead plaintiff filed a second amended complaint alleging similar claims against Tilray and ~~High Park entered into an Arrangement Agreement with 420 and others (the “Arrangement Agreement”). Pursuant~~Brendan Kennedy. The Defendants intend to ~~the Arrangement Agreement, High Park was~~file a motion to acquire the securities of 420. In February 2020, Tilray and High Park gave notice of termination of the Arrangement Agreement. 420 alleges that the termination was unlawful and without merit and further alleges that the Defendants had no legal basis to terminate. 420 alleges that the Defendants did not meet their contractual and good faith obligations under the Arrangement Agreement. 420 seeks an order of specific performance (compelling the closing of the Arrangement Agreement). Alternatively, in the absence of specific performance, 420 seeks damages in the stated amount of C$110 million, plus C$20 million in aggravated damages. The Tilray and High Park Statement of Defense and counterclaim were both filed on March 20, 2020. 420’s Statement of Defense to our counterclaim was filed on April 20, 2020. No trial date has been set.dismiss this amended complaint as well.

Tilray Brands, Inc. Reorganization Litigation ~~(Delaware)~~(Delaware, New York) – Special Litigation Committee

On February 27, 2020, Tilray stockholders Deborah Braun and Nader Noorian filed a class action and derivative complaint in the Delaware Court of Chancery styled Braun v. Kennedy, C.A. No. 2020-0137-KSJM. On March 2, 2020, Tilray stockholders Catherine Bouvier, James Hawkins, and Stephanie Hawkins filed a class action and derivative complaint in the Delaware Court of Chancery styled Bouvier v. Kennedy, C.A. No. 2020-0154-KSJM. The two complaints are nearly identical, were filed by the same group of counsel, and name Brendan Kennedy, Christian Groh, Michael Blue, Maryscott Greenwood, Michael Auerbach, and Privateer Evolution, LLC (as successor to Privateer Holdings, Inc.) as defendants and Tilray as a nominal defendant.

On March 4, 2020, the Delaware Court of Chancery entered an order consolidating the two cases and designating the complaint in the Braun/Noorian action as the operative complaint. The operative complaint asserts claims for breach of fiduciary duty against Brendan Kennedy, Christian Groh, Michael Blue, and Privateer Evolution, LLC (the “Privateer Defendants”) for alleged breaches of fiduciary duty in their alleged capacities as Tilray’s controlling stockholders and against Kennedy, Maryscott Greenwood, and Michael Auerbach for alleged breaches of fiduciary duties in their capacities as directors and/or officers of Tilray in connection with the ~~Downstream Merger.~~prior merger of Privateer Holdings, Inc. with and into a wholly owned subsidiary (the “Downstream Merger”). The ~~operative~~ complaint alleges that the Privateer Defendants breached their fiduciary duties by causing Tilray to enter into the Downstream Merger and Tilray’s Board to approve that Downstream Merger, and that Defendants Kennedy, Greenwood, and Auerbach breached their fiduciary duties as directors by approving the Downstream Merger. Plaintiffs allege that the Downstream Merger gave the Privateer Defendants hundreds of millions of dollars of tax savings without providing a corresponding benefit to Tilray and its minority stockholders and that the Downstream Merger unfairly transferred and extended Kennedy, Blue, and Groh’s control over Tilray. On July 17, 2020, the ~~stockholder~~ plaintiffs filed an amended complaint asserting substantially similar claims. On August 14, 2020, Tilray and ~~all defendants~~the Privateer Defendants moved to dismiss the amended complaint. On October 14, 2020, in light of the Plaintiffs’ statement that certain actions may have mooted some of their claims related to the alleged unfair extension of control over Tilray, the Court entered an order adjourning the planned November 4, 2020 hearing and removing the pending~~deadlines for briefing on the motions to dismiss.~~ The hearing was rescheduled to February 5, 2021. On February 5, 2021, the Court held a hearing on those Motions and reserved judgment. On December 11, 2020, Defendants filed a motion to dismiss Plaintiffs’ claims that the Downstream Merger improperly perpetuated or extended Kennedy, Blue, and Groh’s alleged control as moot in light of the automatic conversion of Tilray’s Class 1 common stock to Class 2 common stock. The parties have not yet agreed to a schedule on the briefing for that motion, but, atAt the February 5, 2021 hearing on Defendants’ Motions to Dismiss, the Plaintiffs agreed that their perpetuation of control claims are moot and stated that they intend to move for a fee award in connection with those claims. ~~The defendants believe~~On June 1, 2021, the Court denied Defendants’ Motions to Dismiss the Amended Complaint.

In August 2021, the Company’s Board of Directors established a Special Litigation Committee (the “SLC”) of independent directors to re-assert director control and investigate the derivative claims in this ~~case are without merit,~~litigation matter. The SLC has appointed the law firm Wilson Sonsini to assist the SLC with an ongoing investigation of the underlying claim and ~~intend~~determine whether continued prosecution of such claims is in the best interests of the Company. The SLC has successfully moved to ~~defend this case vigorously, but there are no assurances as to its outcome.~~have the Plaintiff’s discovery stayed during their investigation.

~~Securities~~Docklight Litigation

On ~~May 4,~~November 5, 2021 Docklight Brands, Inc. (“Docklight”) filed a complaint against the Company and its wholly-owned subsidiary, High Park Holdings, Ltd. (“High Park”) in Superior Court of the State of Washington, King County. Docklight claimed breach of contract against High Park arising from a 2018 license agreement pursuant to which Docklight licensed certain Bob Marley-related brands to High Park (as amended in 2020 and 2021, the “High Park License”). In addition, Docklight brought a ~~lawsuit was filed by plaintiff Ganesh Kasilingam~~negligent misrepresentation claim against Tilray, alleging that certain individuals at Tilray or Aphria had made false statements to Docklight in order to induce Docklight to waive Docklight’s alleged right to terminate the High Park License for change-of-control on the basis of the 2021 Tilray-Aphria merger. Docklight seeks injunctive relief as well as unspecified damages. On December 21, 2021, the Company removed the case to the United States District Court, ~~for the Southern~~Federal District of New York, against Tilray, Inc., Brendan Kennedy and Mark Castaneda, on behalf of himself and a putative class, seeking to recover damages for alleged violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Kasilingam litigation”).Washington. The ~~complaint alleges that Tilray and the individual defendants overstated the anticipated advantages of the~~ Company’s revenue sharing agreement with Authentic Brands Group (“ABG”), announced on January 15, 2019, and that the plaintiff suffered losses when Tilray’s stock price dropped after Tilray recognized an impairment with respectanswer to the ~~ABG deal on March 2, 2020. On August 6, 2020 the court entered an order appointing Saul Kassin as Lead Plaintiff and The Rosen Law Firm, P.A. as Lead Counsel. Lead Plaintiff filed an amended~~ complaint, ~~on October 5, 2020. The Amended Complaint asserts the same Sections 10(b) and 20(a) claims against the same defendants on largely the same theory, and includes new~~denying

substantially all of Docklight’s allegations, that the Company’s reported inventory, cost of sales, and gross margins in its financial reports during the class period were false and misleading because Tilray improperly recorded unsellable “trim” as inventory and understated the cost of sales for its products. The defendants filed a motion to dismiss the Amended Complaint in its entirety on December 4, 2020. Plaintiff’s opposition to the defendants’ Motion to Dismiss was timely filed on January ~~25, 2021, and the defendants’ reply was filed on February 24, 2021. The Motion to Dismiss is now fully briefed and pending before the court.The Company and the individual defendants believe the claims are without merit, and intend to defend vigorously against them, but there can be no assurances as to the outcome.~~

~~Shareholder Derivative Lawsuits~~

On April 10, 2020, a shareholder derivative lawsuit was filed in the United States District Court for the Eastern District of New York (EDNY) by Chad Gellner, Matthew Rufo, and Melvyn Klein, allegedly on behalf of21, 2022, together with numerous counterclaims. Tilray Inc., that piggy‐backs on the Kasilingam litigation referenced above. It named the Board of Directors and Mark Castaneda as defendants. The theory of the lawsuit was that the board failed to prevent the alleged securities law violations asserted in the Kasilingam litigation. On May 29, 2020, a second shareholder derivative lawsuit was filed in the United States District Court for the Southern District of New York (SDNY) by Bo Hu asserting essentially the same claims, allegedly on behalf of Tilray, as the prior shareholder derivative action. And on June 16, 2020, the plaintiffs in the Gellner derivative action voluntarily dismissed that lawsuit in the EDNY and re‐filed it in the SDNY. The plaintiffs in the two derivative actions in the SDNY have agreed with nominal defendant Tilray and the individual defendants to consolidate the actions, and have submitted the stipulation to the court for approval.

On June 5, 2020 a third shareholder derivative lawsuit was filed in the United States District Court for the District of Delaware (DDE) by Lee Morgan, again alleging essentially the same claims, allegedly on behalf of Tilray, as the prior shareholder derivative actions. On November 3, 2020, the court in the Morgan action entered a stipulated stay pending developments in the securities class action pending in the SDNY. On December 21, 2020 a fourth shareholder derivative lawsuit was filed in the DDE by Donald Kisselbach, again alleging essentially the same claims, allegedly on behalf of Tilray, as the prior shareholder derivative actions. On March 1, 2021, the court so-ordered the parties’ stipulation, consolidating the DDE derivative actions under the caption In re Tilray, Inc. Consolidated Stockholder Litigation, and staying the consolidated action until~~the motion to dismiss the Kasilingam litigation is decided.~~ ~~The Company and the individual defendants believe the claims are without merit, and intend to defend vigorously against them.~~

~~Wyckoff Arbitration~~

On February 16, 2020, Wyckoff Farms (“Wyckoff”), a cannabinoid supplier to Tilray, emailed a demand for assurance of performance of the March 20, 2019 Cannabinoid Supply Agreement (“Supply Agreement”). Wyckoff stated that it believes that Tilray has anticipatorily breached its obligations under the Supply Agreement, which contemplated a five (5) year term, with an express minimum crop obligation during the first crop year for 2019-2020. Wyckoff demanded assurance that Tilray take delivery of and purchase at least 13,000 KG of product for the 2019/2020 crop year at a price of $4,600 KG of product (total purchase price $59,800,000). Wyckoff also claimed that the minimum quantity purchase obligation continued for the remaining crop years, which Tilray disputes. Tilray responded that it is within its rights under the Supply Agreement, that the contract’s only minimum purchase obligation is for the 2019/2020 crop year, and also invoked the contractual force majeure provision in light of the impacts of FDA action related to hemp-derived CBD, as well as the COVID-19 pandemic. On March 5, 2020, Wyckoff submitted the dispute to binding arbitration before the American Arbitration Association (AAA) in Benton County Washington, to which Tilray responded with an Answer on March 26, 2020, disputing Wyckoff’s claims. On April 29, 2021, the parties mutually agreed to settle this matter. Pursuant to a settlement agreement and release, Tilray (i) paid $20.0 million in cash and $5.0 million in Class 2 Common Stock to Wyckoff on April 29, 2021, and (ii) agreed to pay either $15.0 million in Class 2 Common Stock or $20.0 million in cash, depending on certain circumstances, to Wyckoff within nine months of the settlement date, in each case subject to certain upward adjustments based on the trading price and resale registration status of the Class 2 Common Stock. The parties also agreed to, among other things, withdraw from the arbitration proceeding and to release the other party from any and all claims arising out of or relating to the arbitration or the supply agreement. The arbitration proceeding was dismissed on April 30, 2021.

~~Langevin Canada Class Action~~

On June 16, 2020, Lisa Langevin commenced a purported class action in the Alberta Court of Queen’s Bench, on her behalf and on behalf of a proposed class of all medicinal and recreational users in Canada of the defendants’ cannabis products who consumed the products before their expiry date. She alleges that the defendants, including Tilray, marketed medicinal and recreational cannabis products in circumstances where the defendants misrepresented the amount of Tetrahydrocannabinol (THC) or Cannabidiol (CBD) in their respective products. As a result of the defendants’ alleged mislabeling of the cannabis products it is claimed that the plaintiff and proposed class members did not receive and consume the product that they believed that they had purchased and that this caused them loss, risk of injury and actual injury. Ms. Langevin claims that on February 13, 2020 she purchased Canaca – TenUp manufactured and distributed by Tilray. She had it tested and allegedly found that it only contained 43% of the claimed amount of THC. The Statement of Claim seeks $500,000,000 in damages and restitution and $5,000,000 in punitive damages plus interest and costs collectively from the defendants. On July 20, 2020 Plaintiff filed an Amended Amended Statement of Claim, and on December 4, 2020 the Plaintiff delivered a Third Amended Statement of Claim. We planintends to vigorously defend ~~against this action.~~

~~Shareholder Arrangement Lawsuits~~

On March 12, 2020, Tilray filed with the Securities and Exchange Commission and commenced the mailing of a definitive joint proxy statement/circular (the “Proxy Statement/Circular”) with respect to the special meeting of Tilray stockholders originally scheduled to be held on April 16, 2021 pursuant to the Arrangement.

~~Between March 15, 2021 and April 6, 2021, seven lawsuits were filed by alleged stockholders of Tilray (collectively the “Complaints”):~~

~~(i)~~Docklight’s claims.

Patricia Violini filed a claim on March 15, 2021 in the United States District Court for the Southern District of New York. The complaint names Tilray, Inc. and each Director as a defendant and alleges that the disclosures in the Proxy Statement/Circular were materially false and misleading under Section 14 of the Securities Exchange Act. The claimant seeks to enjoin the parties from proceeding with the Arrangement, rescinding and setting aside the Arrangement in the event of consummation or awarding rescissory damages, and directing the individual defendants to disseminate a proxy.

~~(ii)~~

~~Alicia Barron-Archer filed a claim on March 23, 2021 in the United States District Court for the Southern District of New York with the same defendants and similar claims and relief sought.~~

~~(iii)~~

~~Arthur Reveles filed a claim on March 24, 2021 in the United States District Court for the Eastern District of New York with the same defendants and similar claims and relief sought.~~

~~(iv)~~

~~Steven Lees filed a claim on March 31, 2021 with the same defendants and similar claims and relief sought.~~

~~(v)~~

~~Stephanie Young filed a claim on April 2, 2021 in the United States District Court for the Southern District of New York with the same defendants and similar claims and relief sought.~~

~~(vi)~~

~~Charles Williams filed a claim on April 6, 2021 in the United States District Court for the Southern District of New York with the same defendants and similar claims and relief sought.~~

~~(vii)~~

~~Richard Lawrence filed a claim on April 6, 2021 in the United States District Court for the District of Delaware again with the same defendants and similar claims and relief sought.~~

Tilray and the other named defendants in the Complaints believe that these lawsuits are without merit and that no supplemental disclosure is required to the Proxy Statement/Circular under any applicable law, rule or regulation. However, solely to eliminate the burden and expense of litigation and to avoid any possible disruption to the Arrangement that could result from further litigation, Tilray filed a Form 8-K dated April 8, 2021 providing supplemental information to be read in conjunction with the Proxy Statement/Circular. On April 21, 2021, Alicia Barron-Archer voluntarily dismissed her lawsuit. On April 22, 2021, Arthur Reveles voluntarily dismissed his lawsuit. On April 24, 2021, Patricia Violini voluntarily dismissed her lawsuit.

~~Bill’s Nursery v. Tilray, Inc.~~

On April 8, 2021, Bill’s Nursery, Inc. (“BNI”), a Florida nursery and medical marijuana treatment clinic operator, and its owner, Stephen Garrison, filed suit in Washington state court asserting claims against Tilray, Inc. (as successor to Privateer Evolution, LLC) for breach of contract, breach of the implied duty of good faith, breach of fiduciary duty, and fraud, arising out of Tilray’s decision not to include the content of Tilray’s proprietary standard operating procedures (“SOPs”) in the parties’ 2015 applications for a “Dispensing Organization” license in Florida. The Statement of Claim seeks an unspecified amount in damages, plus interest and costs. Tilray believes the claims to be without merit and will vigorously defend against this action.

We ~~assess~~ our liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information available. Where it is probable that we will incur a loss and the amount of the loss can be reasonably estimated, we record a liability in its consolidated financial statements. These legal reserves may be increased or decreased to reflect any relevant developments on a quarterly basis. Where a loss is not probable or the amount of loss is not estimable, we do not accrue legal reserves. While the outcome of legal proceedings is inherently uncertain, based on information currently available and available insurance coverage, our management believes that it has established appropriate legal reserves. Any incremental liabilities arising from pending legal proceedings are not expected to have a material adverse effect on our consolidated financial position, consolidated results of operations, or consolidated cash flows. However, it is possible that the ultimate resolution of these matters, if unfavorable, may be material to our consolidated financial position, consolidated results of operations, or consolidated cash flows.

Item 1A. Risk Factors.

~~Careful consideration should be given to the following updated risk factors related to the Arrangement, in addition to those risk factors described in Part I,~~ “Item ~~1A (Risk Factors) in~~1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended ~~December~~May 31, ~~2020 and~~2021 includes a discussion of our known material risk factors, other than risks that could apply to any issuer or offering. A summary of our risk factors is included below. There have been no material changes from the ~~other information set forth in this Quarterly Report on Form 10-Q and in other documents that we file with the SEC or publicly in Canada, in evaluating our company and our business. Investing~~risk factors described in our securities involves a high degree of risk. If any of these risks actually occur, our business, financial condition, results of operations and future growth prospects could be materially and adversely affected. Additional risks and uncertainties not currently known to us or that we currently consider to not be material may also materially and adversely affect our company and our business.

~~Risks Related to the Arrangement~~Form 10-K.

~~We may experience difficulties integrating Tilray and Aphria’s operations and realizing the expected benefits of the Arrangement.~~

The success of the Arrangement will depend in part on our ability to realize the expected operational efficiencies and associated cost synergies and anticipated business opportunities and growth prospects from combining Tilray and Aphria in an

efficient and effective manner. We may not be able to fully realize the operational efficiencies and associated cost synergies or leverage the potential business opportunities and growth prospects to the extent anticipated or at all.

The Arrangement was completed on April 30, 2021, and we are in the early stages of our integration efforts. The integration of operations and corporate and administrative infrastructures may require substantial resources and divert management attention. Challenges associated with the integration may include those related to retaining and motivating executives and other key employees, blending corporate cultures, eliminating duplicative operations, and making necessary modifications to internal control over financial reporting and other policies and procedures in accordance with applicable laws. Some of these factors are outside our control, and any of them could delay or increase the cost of our integration efforts.

The integration process could take longer than anticipated and could result in the loss of key employees, the disruption of each company’s ongoing businesses, increased tax costs, inefficiencies, and inconsistencies in standards, controls, information technology systems, policies and procedures, any of which could adversely affect our ability to maintain relationships with employees, customers or other third parties, or our ability to achieve the anticipated benefits of the transaction, and could harm our financial performance. If we are unable to successfully integrate certain aspects of the operations of Tilray and Aphria or experience delays, we may incur unanticipated liabilities and be unable to fully realize the potential benefit of the revenue growth, synergies and other anticipated benefits resulting from the arrangement, and our business, results of operations and financial condition could be adversely affected.

~~We have incurred, and may continue to incur, significant Arrangement-related costs and transition costs in connection with the Arrangement with Aphria.~~

We have incurred, and may continue to incur, significant Arrangement-related costs and transition costs in connection with the Arrangement with Aphria. We may incur additional costs to maintain employee morale and to retain key employees. Unanticipated costs may be incurred in the course of integration, and management cannot ensure that the elimination of duplicative costs or the realization of other efficiencies will offset the transaction and integration costs in the near term or at all.

~~Risks Related to COVID-19~~

~~Risks related to COVID-19 have and will continue to impact our operations and could have a material adverse effect on our business, results of operations and financial condition.~~

On March 11, 2020, the World Health Organization declared the outbreak of the coronavirus, or COVID-19, a pandemic. The COVID-19 pandemic continues to result in extended government-ordered closures affecting significant portions of the global economy, including in the United States, Canada, Portugal, and Germany, where we conduct significant business. The public health crisis caused by COVID-19 and the measures taken and continuing to be taken by governments, businesses and the public have, and we expect will continue to have, certain negative impacts on our business operations, and could have a material adverse effect on our business, results of operations and financial condition.

~~The~~ full extent to which COVID-19 may impact our business, including our operations and the market for our securities and our financial condition, will depend on future developments, which are highly uncertain and cannot be predicted at this time. These include the duration, severity and scope of the pandemic, the development and availability of effective treatments and vaccines, ~~and further action taken by the government and other third parties in response to the pandemic~~. In particular, COVID-19 and government efforts to curtail COVID-19 could impede our production facilities, increase operating expenses, result in loss of sales, affect our supply chains, impact performance of contractual obligations and require additional expenditures to be incurred.

In connection with COVID-19 and to comply with mandates and guidance from governmental authorities, we have and continue to update our operational procedures and safety protocols at our facilities. If such measures are not effective or governmental authorities implement further restrictions, we may be required to take more extreme action, which could include a short or long-term closure of our facilities or reduction in workforce. These measures may impair our production levels or cause us to close or severely limit production at one or more facilities. Further, our operations could be adversely impacted if suppliers, contractors, customers and/or transportation carriers are restricted or prevented from conducting business activities. For example, cannabis retail stores in certain Canadian markets may close voluntarily or be forced by local governments to close or modify their operations, reducing our ability to distribute adult-use cannabis.

~~Consumer demand for cannabis products may also be impacted by COVID-19 as a result of reductions in consumers’~~ ~~disposable~~ income associated with layoffs, and work or pay limitations due to mandatory social distancing and lockdown measures implemented by government authorities. Demand for medical cannabis may be further impacted due to a decrease in patients visiting doctor’s offices and clinics. As demand for our products decreases, we may be required to record additional asset impairments, including an impairment of the carrying value of our goodwill, along with other accounting charges.

COVID-19 might also impact recruitment for current and future clinical trials involving our products which could lead to delays in study completion and/or recruiting fewer participants than planned or anticipated.

~~The~~ ~~following is a summary of certain COVID-19 related operational impacts and associated risks at our production and processing facilities:~~

•

~~To date,~~The proposed HEXO transaction remains subject to the ~~province~~Company’s satisfactory completion of ~~Ontario, where we grow~~confirmatory due diligence and ~~manufacture adult-use cannabis~~the Company successfully negotiating and executing definitive agreements with HEXO and the other ~~cannabis products, has deemed our supply chain operations~~parties. We may not be able to ~~be an essential service; however,~~successfully complete the HEXO transaction, and there can be no assurance that ~~such designation~~Company will ~~remain in effect. If our growing~~be able to achieve the expected production efficiencies and manufacturing operations at Enniskillen and London, Ontario are deemed non-essential, and are required to close for a significant period of time, our revenues and our results of operations would be significantly reduced.potential cost saving synergies resulting from the Transaction or other proposed commercial arrangements.

•

~~Similarly,~~Events and conditions relating to Russia’s current conflict with Ukraine have had, and may continue to have, a significant adverse impact on fuel and transportation costs and may cause supply and demand disruptions in the ~~province~~markets we serve, including Europe.

•

We are still completing our integration efforts following completion of ~~British Columbia, where we grow~~the Arrangement between Tilray and ~~manufacture cannabis products for medicinal purposes, has explicitly deemed~~Aphria on April 30, 2021 and may experience challenges fully achieving the ~~manufacture~~expected benefits of the Arrangement.

•

We face ongoing risks related to the ongoing COVID-19 pandemic. The impact of the Delta, Omicron and ~~sale~~any new variants will continue to adversely impact our operations and adversely adverse effect our business, results of ~~adult-use~~operations and ~~medicinal cannabis by Licensed Producers (as defined under the Cannabis Act) to be an essential service. Any change to such designation~~financial condition.

•

Our business is dependent upon regulatory approvals and licenses, ongoing compliance and reporting obligations, and timely renewals.

•

Government regulation is evolving, and unfavorable changes could ~~further disrupt our medicinal cannabis production and sales and restrict~~impact our ability to ~~participate~~carry on our business as currently conducted and the potential expansion of our business.

•

Our production and processing facilities are integral to our business and adverse changes or developments affecting our facilities may have an adverse impact on our business.

•

We face intense competition, and anticipate competition will increase, which could hurt our business.

•

We may not be able to successfully develop new products or commercialize such products.

•

The long-term effect of the legalization of adult-use cannabis in ~~clinical trials.~~Canada on the medical cannabis industry is unknown, and may negatively impact our medical cannabis business.

•

United States regulations relating to hemp-derived CBD products are unclear and rapidly evolving, and changes may not develop in the timeframe or manner most favorable to our business objectives.

•

We have a limited operating history and a history of net losses, and we may not achieve or maintain profitability in the future.

•

We are subject to litigation, arbitration and demands, which could result in significant liability and costs, and impact our resources and reputation.

•

We are exposed to risks relating to the laws of various countries as a result of our international operations.

•

Our strategic alliances and other third-party business relationships may not achieve the intended beneficial impact and expose us to risks.

•

We depend on significant customers for a substantial portion of our revenue. If we fail to retain or expand our customer relationships or significant customers reduce their purchases, our revenue could decline significantly.

•

Significant interruptions in our access to certain supply chains for key inputs such as raw materials, supplies, electricity, water and other utilities may impair our operations.

•

Management may not be able to successfully establish and maintain effective internal controls over financial reporting.

•

The price of our common stock in public markets has experienced and may continue to experience severe volatility and fluctuations.

•

The volatility of our stock and the stockholder base may hinder or prevent us from engaging in beneficial corporate initiatives.

•

The terms of our outstanding warrants may limit our ability to raise additional equity capital or pursue acquisitions, which may impact funding of our ongoing operations and cause significant dilution to existing stockholders.

•

~~Manitoba Harvest has production facilities in Winnipeg and Ste. Agathe, which produce hemp-related food products and accordingly~~We may not have ~~been deemed essential.~~ ~~While our facilities at~~ ~~both Winnipeg and Ste. Agathe remain open and producing according to schedule, and~~ the ~~U.S./Canadian border closure has~~ ~~exempted~~ food transport as an essential cross-border service, we cannot predict the effect of future governmental actions related to COVID-19 on this critical supply chain. If our manufacturing operations at Winnipeg and Ste. Agathe are deemed non-essential, and are required to close for a significant period of time, or the U.S.-Canadian border is closed to food transport, our general ability to ~~transport and receive raw materials, inputs and final products would be significantly impacted.~~raise the funds necessary to settle conversions of the convertible securities in cash or to repurchase the convertible securities upon a fundamental change.

•

We may not become ~~While our facility in Portugal has not been subject~~the world's leading cannabis-focused consumer branded company with up to a $4 billion of revenue by 2024~~mandatory closure by Portuguese authorities~~;~~, there can be no assurance that such operational status will remain in effect or that the government will not~~ ~~implement~~ additional measures to reduce the spread of COVID-19. If the government mandated closure of our Portugal facility, or otherwise ordered further restrictions to business activities or employees’ movement, it could affect our ability to export medicinal cannabis across the European Union, applicable member states, or elsewhere in the region, which could have a material effect on our business, financial condition and results of operations.

•

We are ~~completing construction~~subject to other risks generally applicable to our industry and the conduct of an additional greenhouse of 3.4 hectares in Cantanhede, Portugal, now scheduled for final completion by the second quarter of 2021. Due to COVID-19, we have and may continue to experience construction delays. If we are unable to complete construction in a timely manner due to COVID-19, we may not achieve all our expected harvests and production, which may negatively impact our international sales. While we are actively working with our contractors to maintain appropriate COVID-19 protections at our construction site in an effort to complete construction in a timely manner, we may experience further delays as a result of the pandemic.

•

In Germany, we have experienced minimal disruption in the supply of medicinal products to patients via pharmacies and physicians. However, COVID-19 may impact ongoing supply and patient demand. We have observed a strong decrease in patients visiting doctors’ offices since the pandemic was declared, which could lead to reduced patient demand and revenues. Additionally, if medicinal cannabis is deemed non-essential by the German government, or we are unable to import our medicinal products into Germany from Canada and Portugal, it could have a material impact on our business, financial condition and results of operations.business.

~~Given the ongoing and dynamic nature and significance of COVID-19 and its impact globally, we are not able to enumerate all potential risks to our business.~~ ~~Any~~ of the negative impacts of COVID-19, including those described above, alone or in combination with others, may have a material adverse effect on our business, results of operations or financial condition. Further, any of these negative impacts, alone or in combination with others, could exacerbate many of the other risk factors outlined in Part I, “~~Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 30, 2020.~~

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

~~Not applicable.~~Recent Sales of Unregistered Equity Securities

On December 1, 2021, the Company acquired all of the membership interests of Cheese Grits, LLC, a Georgia based company (the “SW Acquisition”) that owned the real estate utilized and previously leased by SweetWater Brewing Company. As consideration for the SW Acquisition, the Company paid a purchase price at closing equal to $30,665,000, which was satisfied through the assumption of outstanding debt as well as the issuance of 843,687 shares of Tilray’s Class 2 common stock. On December 17, 2021, the Company issued an additional 82,224 Class 2 common shares as consideration for the SW Acquisition.

On December 7, 2021, the Company acquired all of the membership interests of Double Diamond Distillery LLC (d/b/a Breckenridge Distillery), a Colorado limited liability company (the “Breckenridge Acquisition”). As consideration for the Breckenridge Acquisition, the Company paid a purchase price in an aggregate amount equal to $102,900,000, which purchase price was satisfied through the issuance of 11,245,511 shares of Tilray’s Class 2 common shares to the selling unitholders.

On December 17, 2021, the Company acquired intellectual property and inventory relating to the Alpine and Green Flash craft brew brands from WC IPA LLC (the “Alpine Acquisition”). As consideration for the Alpine Acquisition, the Company paid a purchase price in an aggregate amount equal to $5,133,000 which purchase price was satisfied through the payment of cash and the issuance of 366,308 shares of Tilray’s Class 2 common shares.

On January 11, 2022, the Company issued an additional 1,294,968 Class 2 common shares to the selling unitholders to meet its contractual obligations in connection with the Breckenridge Acquisition.

On January 11, 2022, the Company issued an additional 2,743,485 Class 2 common shares to Wyckoff Farms, Inc. to meet its contractual obligations in pursuant to certain settlement arrangements.

Each of the foregoing issuances of Tilray’s Class 2 common stock was made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended, for the offer and sale of securities not involving a public offering. No underwriter participated in the offer and sale of the shares issued pursuant to the foregoing issuances, and no commission or other remuneration was paid or given directly or indirectly in connection therewith.

Item 3. Defaults ~~upon~~Upon Senior ~~Securities~~Securities.

Not applicable.

Item 4. Mine Safety ~~Disclosures~~Disclosures.

Not applicable.

Item 5. Other ~~information~~Information.

Not applicable.

Item 6. Exhibits.

Incorporate by Reference

Exhibit
No.

Description of Document

Schedule
Form

File
Number

Exhibit

Filing Date

File
Herewith

  2.1*

Arrangement Agreement between the Registrant and Aphria Inc., dated December 15, 2020

8-K

001-38594

2.1

12/21/2020

  2.2*

Amendment No. 1 to Arrangement Agreement between the Registrant and Aphria Inc., dated February 19, 2021

8-K

001-38594

2.1

02/22/2020

  3.1

Amended and Restated Certificate of Incorporation, as currently in effect

8-K

001-38594

3.1

12/17/2019

  3.2

Amended and Restated Bylaws currently in effect

S-1

333-225741

3.4

7/9/2018

  4.1

Indenture, dated October 10, 2018, between the Registrant and GLAS Trust Company LLC

8-K

001-38594

4.1

10/10/2018

  4.2

Form of 5.00% Convertible Senior Note due 2023 (included in Exhibit 4.1)

8-K

001-38594

4.2

10/10/2018

  4.3

Form of Pre-Funded Warrant

8-K

001-38594

4.1

03/17/2020

  4.4

Form of Warrant

8-K

001-38594

4.2

03/17/2020

10.1

Separation Agreement and Complete Release by and between Tilray, Inc. and Andrew Pucher, dated February 8, 2021

8-K

001-38594

10.1

02/12/2021

31.1

Certification of Periodic Report by Principal Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002

X

31.2

Certification of Periodic Report by Principal Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002

X

32.1**

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

X

101

The following financial statements from the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Net Loss and Comprehensive Loss , (iii) Consolidated Statements of Stockholders' Equity (Deficit), (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.

X

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

X

Exhibit Number		Description

3.1		Second Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Tilray, Inc. as of January 10, 2022 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on January 10, 2022)
3.2		Amended and Restated Bylaws, as of January 10, 2022 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on January 10, 2022)
4.1		Agreement Of Resignation, Appointment and Acceptance, dated as of January 27, 2022, by and among Tilray Brands, Inc., Glas Trust Company LLC and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 28, 2022)
4.2		Agreement Of Resignation, Appointment and Acceptance, dated as of January 27, 2022, by and among Tilray Brands, Inc., Glas Trust Company LLC and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on January 28, 2022)
4.3		Agreement Of Resignation, Appointment and Acceptance, dated as of January 27, 2022, by and among Tilray Brands, Inc., Glas Trust Company LLC and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on January 28, 2022)
31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101*		The following financial statements from the Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 2022, formatted in Inline XBRL: (i) Consolidated Statements of Financial Position, (ii) Consolidated Statements of Loss and Comprehensive Loss , (iii) Consolidated Statements of Stockholders' Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.

104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*	Schedules and certain other information have been omitted pursuant to Item 601(b)(2) of Regulations S-K. The registrant will furnish copies of any such schedules to the Securities and Exchange Commission upon request.

Document has been furnished, is not deemed filed and is not to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, irrespective of any general incorporation language contained in any such filing.Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Tilray Brands, Inc.

Date: ~~May 10, 2021~~April 6, 2022	By:		/s/ Irwin D. Simon
			Irwin D. Simon
			~~President~~Chairman and Chief Executive Officer

~~Date: May 10, 2021~~	~~By:~~		~~/s/ Carl A. Merton~~

Date: April 6, 2022	By:	/s/ Carl A. Merton
		Carl Merton
		Chief Financial Officer


	Three months ended March 31,
	2021			2020
Revenue	$	48,021		$	52,102
Cost of sales		34,518			41,232
Gross profit		13,503			10,870
General and administrative expenses		25,587			27,269
Sales and marketing expenses		9,739			18,326
Research and development expenses		1,202			1,347
Depreciation and amortization expenses		3,498			3,591
Impairment of assets		—			29,839
Loss from equity method investments		1,787			1,748
Litigation settlement		45,000			—
Operating loss		(73,310	)		(71,250	)
Foreign exchange (gain) loss, net		(699	)		28,069
Change in fair value of warrant liability		263,201			71,978
Interest expenses, net		6,916			9,146
Other (income) expenses, net		(1,516	)		4,651
Loss before income taxes		(341,212	)		(185,094	)
Deferred income tax recoveries		(635	)		(1,272	)
Current income tax expenses		378			301
Net loss	$	(340,955	)	$	(184,123	)
Net loss per share - basic and diluted		(2.01	)		(1.73	)
Weighted average shares used in computation of net loss per share - basic and diluted		169,489,223			106,463,352
Net loss	$	(340,955	)	$	(184,123	)
Foreign currency translation gain (loss), net		3,753			(16,633	)
Unrealized loss on investments		—			(74	)
Other comprehensive loss		3,753			(16,707	)
Comprehensive loss	$	(337,202	)	$	(200,830	)

	Common stock								Accumulated other
	Number of shares			Amount		Additional paid-in capital			comprehensive (loss) income			Accumulated deficit			Total stockholders' equity (deficit)
Balance as of December 31, 2019		102,781,225		$	11	$	705,671		$	9,719		$	(430,130	)	$	285,271
Proceeds from ABG Profit Participation Arrangement		—			—		1,353			—			—			1,353
Write-off of ABG finance receivable		—			—		28,900			—			(28,900	)		—
Escrow shares released from downstream merger		(7,659	)		—		(151	)		—			—			(151	)
Shares issued for common stock at-the-market, net of issuance costs		2,265,115			—		27,027			—			—			27,027
Shares issued for investments		6,934			—		—			—			—			—
Shares issued under stock-based compensation plans		597,868			—		1,079			—			—			1,079
Stock-based compensation expenses		—			—		7,677			—			—			7,677
Shares issued under registered offering, net of issuance costs		7,250,000			1		19,827			—			—			19,828
Shares issued for exercise of pre-funded warrants		11,750,000			1		49,053			—			—			49,054
Other comprehensive loss		—			—		—			(16,707	)		—			(16,707	)
Net loss		—			—		—			—			(184,123	)		(184,123	)
Balance as of March 31, 2020		124,643,483		$	13	$	840,436		$	(6,988	)	$	(643,153	)	$	190,308

Balance at December 31, 2020		158,046,087		$	16	$	1,095,781		$	8,205		$	(730,103	)	$	373,899
Escrow shares released from downstream merger		(6,342	)		—		(135	)		—			—			(135	)
Shares issued for common stock at-the-market, net of issuance costs		6,254,980			1		156,029			—			—			156,030
Shares issued under stock-based compensation plans		1,623,255			—		3,746			—			—			3,746
Stock-based compensation expenses		—			—		7,141			—			—			7,141
Shares issued for exercise of warrants		12,791,000			1		337,151			—			—			337,152
Other comprehensive loss		—			—		—			3,753			—			3,753
Net loss		—			—		—			—			(340,955	)		(340,955	)
Balance at March 31, 2021		178,708,980		$	18	$	1,599,713		$	11,958		$	(1,071,058	)	$	540,631

	For the three months ended March 31, 2020
General and administrative expenses	$	7,138
Sales and marketing expenses		450
Research and development expenses		89

	March 31, 2021		December 31, 2020
Raw materials	$	15,263	$	15,223
Work-in-process		60,197		61,867
Finished goods		21,084		16,555
Total	$	96,544	$	93,645

	March 31, 2021		December 31, 2020
Deposits	$	9,285	$	15,976
Prepayments		5,117		6,542
Taxes receivable		16,349		12,122
Total	$	30,751	$	34,640

	Approximate	Carrying value		Gain (loss) from equity method investments for the three months ended
	ownership %	March 31, 2021		March 31, 2021
Investment in Fluent	50%	$	4,039	$	(1,802	)
Investment in Cannfections	50%		4,061		15
Total equity method investments		$	8,100	$	(1,787	)

	For the three months ended March 31,
	2021			2020
Allowance for credit losses, January 1	$	887		$	615
Provision for expected credit losses ⁽¹⁾		805			46
Write-offs charged against allowance		(439	)		(19	)
Foreign currency translation adjustment		14			(47	)
Allowance for credit losses, March 31	$	1,267		$	595
Accounts receivable balance before allowance for credit losses and provision for sales returns, March 31, 2021 and 2020	$	30,298		$	40,057

			March 31,								December 31,
			2021								2020
	Weighted Average Amortization Period (in years)		Cost		Accumulated Amortization		Impairment		Net		Cost		Accumulated Amortization		Impairment		Net
Definite-lived intangible assets:
Patent		—		—		—		—		—		669		131		538		—
Customer relationships		16		140,709		18,455		—		122,255		138,885		16,030		—		122,855
Developed technology		10		7,322		1,525		—		5,797		7,227		1,325		—		5,902
Websites		3		4,710		3,985		—		725		5,332		4,348		—		984
Trademarks and licenses		5		182		70		—		112		9,009		1,245		7,650		114
Total				152,923		24,035		—		128,889		161,122		23,079		8,188		129,855
Indefinite-lived intangible assets:
Cultivation license	Indefinite			—		—		—		—		10,239		—		10,239		—
Trademarks	Indefinite			57,333		—		—		57,333		56,590		—		—		56,590
Rights under ABG Profit Participation Arrangement	Indefinite			—		—		—		—		16,765		—		16,765		—
Total				57,333		—		—		57,333		83,594		—		27,004		56,590
Total intangible assets			$	210,256	$	24,035	$	—	$	186,222	$	244,716	$	23,079	$	35,192	$	186,445

Year ending December 31,	Amortization
2021 (remaining nine months)	$	7,684
2022	$	9,868
2023	$	9,625
2024	$	9,619
2025	$	9,589
Thereafter	$	82,504
Total	$	128,889

	Hemp		Cannabis		Total
Balance as of December 31, 2020	$	136,332	$	30,583	$	166,915
Foreign currency translation adjustment		1,762		402		2,164
Balance as of March 31, 2021	$	138,094	$	30,985	$	169,079

	March 31, 2021		December 31, 2020
Other accrued expenses and current liabilities	$	27,171	$	24,181
Accrued litigation settlement		20,000		—
Accrued payroll and employment related withholding taxes		9,314		9,282
Accrued interest on convertible notes		1,158		3,473
ABG finance liability - current		1,500		1,500
Accrued legal and professional fees		905		1,091
Accrued interest on Senior Facility		413		419
Total accrued expenses and other current liabilities	$	60,461	$	39,946

	March 31, 2021			December 31, 2020
5.00% Convertible Notes	$	277,857		$	277,857
Unamortized discount		(13,977	)		(15,229	)
Unamortized transaction costs		(4,437	)		(4,839	)
Net carrying amount	$	259,443		$	257,789

	March 31, 2021			December 31, 2020
Senior Facility	$	51,161		$	50,498
Unamortized transaction costs		(1,614	)		(2,028	)
Net carrying amount	$	49,547		$	48,470
Less: current portion of Senior Facility		(49,547	)		—
Total noncurrent portion of Senior Facility	$	—		$	48,470

Risk-free interest rate		0.92	%
Expected volatility		100	%
Expected term	4.5 years
Expected dividend yield		0	%
Strike price	$	5.95
Fair value of common stock	$	22.73
Discount due to exercise restrictions		0	%

	Par Value		Authorized		Voting Rights
Class 1 common stock	$	0.0001		233,333,333	10 votes for each share
Class 2 common stock	$	0.0001		500,000,000	1 vote for each share
Preferred stock	$	0.0001		10,000,000	N/A

	Stock options			Weighted- average exercise price		Weighted- average remaining contractual term (years)		Aggregate intrinsic value
Balance December 31, 2020		1,789,750		$	3.62		3.8	$	25,077
Exercised		(757,318	)		3.17
Forfeited		—			—
Cancelled		(80	)		4.72
Balance March 31, 2021		1,032,352		$	3.93		4.3	$	13,660
Vested and expected to vest, March 31, 2021		986,020		$	3.91		4.3	$	13,618
Vested and exercisable, March 31, 2021		945,951		$	3.72		4.2	$	13,200

	Time-based RSUs			Weighted-average grant-date fair value per share
Non-vested December 31, 2020		1,884,390		$	15.22
Granted		350,311			20.02
Vested		(289,388	)		15.59
Forfeited		(170,641	)		11.84
Non-vested March 31, 2021		1,774,672		$	16.33

	Performance-based RSUs			Weighted-average grant-date fair value per share
Non-vested December 31, 2020		540,836		$	7.13
Vested		(341,543	)		7.18
Non-vested March 31, 2021		199,293		$	7.05

	Foreign Currency Translation Adjustments
Balance as at December 31, 2020	$	8,205
Other comprehensive loss:
Change in foreign currency translation		3,753
Balance as at March 31, 2021	$	11,958

Year ending December 31,	Operating Leases		Finance Leases
2021 (remaining nine months)	$	2,861	$	893
2022		3,498		6,165
2023		3,351		12,438
2024		2,758		—
2025		2,179		—
Thereafter		6,428		—
Total minimum lease payments		21,075		19,496
Less: amounts related to interest payments		3,260		3,902
Present value of minimum lease payments		17,815		15,594
Less: current accrued lease obligation		2,888		—
Obligations recognized	$	14,927	$	15,594

	Debt securities classified as available-for- sale			Warrant liability
Opening balance as at December 31, 2020	$	2,500		$	(120,647	)
Additions and settlements
Additions		—			—
Exercise		—			—
Settlements		(2,500	)		81,223
Interest expenses, net		—			—
Change in fair value		—			(83,380	)
Closing balance as at March 31, 2021	$	—		$	(122,804	)

	Quantitative information about Level 3 fair value measurements
	Fair value at March 31, 2021			Valuation technique	Unobservable input	Range (weighted average)

Warrant liability	$	(122,804	)	Monte Carlo	Volatility	100%
					Expected life	0.2 years to 4.5 years (2.1 years)

	March 31, 2021		December 31, 2020
Canada	$	122,182	$	122,328
Portugal		69,704		71,988
United States		5,830		5,182
Other countries		55		61
Total	$	197,771	$	199,559

	Three months ended March 31,						2021 vs 2020 Change
	2021			2020			$			%
Cost of sales - product costs	$	20,323		$	24,603		$	(4,280	)		(17	)%
Cost of sales - inventory valuation adjustments		1,720			3,247			(1,527	)		(47	)%
Total Cannabis cost of sales	$	22,043		$	27,850		$	(5,807	)		(21	)%

Gross profit	$	9,343		$	2,926		$	6,417			219	%
Gross profit (excluding inventory valuation adjustments)⁽¹⁾	$	11,063		$	6,173		$	4,890			79	%
Gross margin percentage		30	%		10	%		20	%		200	%
Gross margin percentage (excluding inventory valuation adjustments)⁽¹⁾		35	%		20	%		15	%		75	%